FINANCIAL FEDERAL CORPORATION

  AMENDED AND RESTATED 1998 STOCK OPTION/RESTRICTED STOCK PLAN

                   RESTRICTED STOCK AGREEMENT


          Financial Federal Corporation, a Nevada corporation
(the "Company"), hereby awards shares of Restricted Stock
("Shares") to the Participant named below.  The terms and
conditions of the Award are set forth in this cover sheet and the
attached Restricted Stock Agreement and in the Amended and
Restated 1998 Stock Option/Restricted Stock Plan (the "Plan").


Date of Award:      ________________, 200__

Name of Participant:   _________________________________

Participant's Social Security Number:   _____-____-_____

Number of Shares of Restricted Stock Awarded:   ________________

Amount Paid by Participant for the Shares of Restricted Stock
Awarded:                                          $

Aggregate Fair Market Value of Restricted Stock on Date of Award:
$_______________________

Vesting Start Date: _____, 200_



          By signing this cover sheet, you agree to all
          of the terms and conditions described in the
          attached Restricted Stock Agreement and in the
          Plan.  You are also acknowledging receipt of
          this Agreement and a copy of the Plan.



Participant:______________________________________________________
                           (Signature)

Company:__________________________________________________________
                           (Signature)

     Title:_______________________________________________________



Attachment
----------

<PAGE>
                  FINANCIAL FEDERAL CORPORATION

  AMENDED AND RESTATED 1998 STOCK OPTION/RESTRICTED STOCK PLAN

                   RESTRICTED STOCK AGREEMENT


The Plan and The text of the Plan is incorporated in this
Other        Agreement by this reference.  You and the Company
Agreements   agree to execute such further instruments and to
             take such further action as may reasonably be
             necessary to carry out the intent of this
             Agreement.  Unless otherwise defined in this
             Agreement, certain capitalized terms used in this
             Agreement are defined in the Plan.

             This Agreement, the attached Exhibits and the Plan
             constitute the entire understanding between you and
             the Company regarding this Award of Restricted
             Stock.  Any prior agreements, commitments or
             negotiations are superseded.

Award of     The Company awards you the number of shares of
Restricted   Restricted Stock shown on the cover sheet of this
Stock        Agreement.  The Award is subject to the terms and
             conditions of this Agreement and the Plan.

Vesting      Except as otherwise provided in this Agreement, so
             long as you are continuously employed as an
             Employee (as such term is defined in the Plan and
             where "Employee" includes being employed by a
             Subsidiary of the Company), you will become vested
             as to one-eighth (1/8) of the total number of
             shares of Restricted Stock awarded, as shown above
             on the cover sheet, on the first anniversary of the
             Vesting Start Date of this Agreement.  Thereafter,
             so long as you are continuously employed as an
             Employee, the Restricted Stock vests at the rate of
             one-eighth (1/8) on each anniversary of the Vesting
             Start Date of this Agreement until fully vested.
             The resulting aggregate number of vested shares
             will be rounded down to the nearest whole number.
             However, if your continuous employment as an
             Employee is terminated either by (i) the Company
             (or Parent or Subsidiary) without Cause, (ii)
             death, (iii) Disability, (iv) Retirement (where,
             for purposes of this Agreement, "Retirement" shall
             mean an Employee's termination of employment with
             the Company for any reason (other than due to
             death, Disability or by the Company for Cause) on
             or after attainment of the age of sixty-two), or
             (v) you for Good Reason, or if there is a Sale of
             Company, then any unvested Restricted Stock shall
             be vested in full upon such event.

             Except as otherwise provided in this Agreement, in
             the event that your continuous employment as an
             Employee ceases prior to the eighth anniversary of
             the Vesting Start Date, you will forfeit to the
             Company all of the shares of Restricted Stock
             subject to this Award that have not yet vested as
             of the date your continuous employment terminates
             as an Employee.

             Notwithstanding anything to the contrary in this
             Agreement, the Board of Directors, in its sole
             discretion, may at any time accelerate the date

                                  2
<PAGE>
             upon which any or all of this Restricted Stock
             grant is vested.

Escrow       The certificates for the Restricted Stock shall be
             deposited in escrow with the Secretary of the
             Company (or his designee) to be held in accordance
             with the provisions of this paragraph.  Each
             deposited certificate shall be accompanied by a
             duly executed Assignment Separate from Certificate
             in the form attached hereto as Exhibit A.  The
             deposited certificates, shall remain in escrow
             until such time as the certificates are to be
             released or otherwise surrendered for cancellation
             as discussed below.  Upon delivery of the
             certificates to the Company, you shall be issued an
             instrument of deposit acknowledging the number of
             shares of Restricted Stock delivered in escrow to
             the Secretary of the Company.

             All regular cash dividends, if any, on the
             Restricted Stock shall be paid directly to you and
             shall not be held in escrow.

             The Restricted Stock held in escrow hereunder shall
             be subject to the following terms and conditions
             relating to their release from escrow or their
             surrender to the Company, provided, however, that
             the minimum number of shares released to you in any
             individual release of share certificates must be at
             least twenty-five (25) shares (unless the release
             represents your final release of share certificates
             from escrow):

                * When your interest in the Restricted Stock
                  vests, the certificates for such vested Restricted
                  Stock shall be released from escrow and delivered
                  to you, at your request, in accordance with the
                  following schedule.

                * The release of any vested Restricted Stock
                  from escrow shall be effected within thirty (30)
                  days following the applicable date(s) of vesting of
                  shares pursuant to this Agreement.

                * Upon termination of your continuous employment
                  as an Employee by you for Good Reason or by the
                  Company (or Parent or Subsidiary) without Cause, or
                  by death, Disability or Retirement, or if there is
                  a Sale of Company, any unvested Restricted Stock
                  shall become vested and released from escrow within
                  thirty (30) days of the applicable event.  Upon
                  termination of your continuous employment as an
                  Employee for any other reason, any unvested
                  Restricted Stock shall be surrendered to the
                  Company.

Sale of the  The Restricted Stock shall automatically vest in
Company      the event there is a sale of all or substantially
             all of the assets (exclusive of securitized assts)
             or stock of the Company (the "Sale of Company") and
             you have continuously provided employment as an
             Employee from the Date of Award shown on the cover
             sheet to the effective date of the Sale of Company.

                               3
<PAGE>

Definition   For purposes of this Agreement, Cause shall mean
of "Cause"   the good faith determination by the Company in its
             sole discretion that your continuous employment as
             an Employee should be terminated due to one or more
             of the following:

                (a)    You have engaged in an act or acts of
                  gross misconduct or negligence that have
                  materially harmed or materially damaged the
                  Company.  You will be notified in writing of
                  such misconduct or negligence and such notice
                  will specifically reference potential
                  termination of employment;

                (b)    Your repeated failure to follow the
                  lawful instructions of the Company following
                  written notice.  Such written notice will
                  specifically reference potential termination
                  of employment;

                (c)    You have misappropriated Company
                  property;

                (d)    You have been convicted of, or plead "no
                  contest" to, a felony; or

                (e)    You have exhibited a repeated inability
                  to competently perform the essential functions
                  of your job which has been memorialized in the
                  Company's records and has resulted in material
                  harm or material damage to the Company.

Definition   For purposes of this Agreement, termination of your
of "Good     continuous employment as an Employee by you for
Reason"      "Good Reason" shall mean your resignation as an
             Employee within thirty (30) days after the
             occurrence (without your written consent) of any of
             the following:

                (a)    Any reduction (in the aggregate) in your
                  base salary by more than 25%, unless all
                  similarly situated executives incur the same
                  proportionate reduction in base salary; or

                (b)    A material diminishment in your position,
                  job duties and/or responsibilities.

Code Section You represent and warrant that you understand the
83(b)        Federal, state and local income tax consequences of
Election     the granting of this Restricted Stock.  Under
             Section 83 of the Internal Revenue Code of 1986, as
             amended (the "Code"), the Fair Market Value of the
             Restricted Stock on the date any forfeiture
             restrictions applicable to such Restricted Stock
             lapse will be reportable as ordinary income at that
             time.  For this purpose, "forfeiture restrictions"
             include surrender to the Company of unvested
             Restricted Stock as described above.  You may elect
             to be taxed at the time the Restricted Stock is
             acquired to the extent that the Fair Market Value
             of the Restricted Stock exceeds the amount of
             consideration paid by you (if any) for such
             Restricted Stock at that time rather than when such
             Restricted Stock ceases to be subject to such
             forfeiture restrictions, by filing an election
             under Section 83(b) of the Code with the Internal
             Revenue Service within thirty (30) days after the
             Date of Award.  The form for making this election
             is attached as Exhibit B hereto.  Failure to make

                                  4
<PAGE>

             this filing within the thirty (30) day period will
             result in the recognition of ordinary income by you
             (in the event the Fair Market Value of the
             Restricted Stock increases after the date of
             purchase) as the forfeiture restrictions lapse
             unless you make a valid deferral as described
             below.  YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
             RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A
             TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF
             YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO
             MAKE THIS FILING ON YOUR BEHALF.  YOU ARE RELYING
             SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE
             DECISION AS TO WHETHER OR NOT TO FILE A CODE
             SECTION 83(b) ELECTION.

Election to  Provided you do not make a Code Section 83(b)
Defer/Stock  election, you may, with Company consent, elect to
Units        convert your right to receive vested shares into an
             unfunded deferred compensation account (the
             "Account").  You must affirmatively elect to make
             such a conversion and you must submit your
             irrevocable election to the Company sufficiently
             prior to the vesting of the shares that you wish to
             convert in accordance with rules and procedures
             that will be prescribed by the Company.  If the
             Company approves your request, then upon the future
             scheduled vesting date of the Shares to be
             converted, such shares shall be surrendered to the
             Company and your Account shall be credited with a
             number of units (the "Stock Units") equal to the
             number of shares that you have requested be
             converted.  You shall be a general unsecured
             creditor with respect to any balance in the
             Account.  The Company shall maintain the accounting
             for the Stock Units in your Account.  The
             accounting value of each Stock Unit shall equal the
             Fair Market Value of a Company common share.  In
             the event that there is any adjustment to the
             Company's Common Stock as provided under Section 8
             in the Plan, then an appropriate and similar
             adjustment shall be made to your Stock Units.  Any
             dividends paid to Company stockholders shall result
             in an appropriate credit to your Account or you
             will receive a cash payment in the amount of the
             dividend.  Your Account shall be paid out in full
             in Shares to you after your continuous employment
             as an Employee is terminated pursuant to the terms
             and conditions of your deferral election.

Leaves of    For purposes of this Agreement, while you are a
Absence      common-law employee, your continuous employment as
             an Employee does not terminate when you go on a
             bona fide leave of absence that was approved by the
             Company (or its Parent or Subsidiary) in writing,
             if the terms of the leave provide for continued
             service crediting, or when continued service
             crediting is required by applicable law.  Your
             continuous employment as an Employee terminates in
             any event when the approved leave ends, unless you
             immediately return to active work.

             The Company determines which leaves count for this
             purpose, and when your continuous employment as an
             Employee terminates for all purposes under this
             Agreement.

Voting and   Subject to the terms of this Agreement, you shall
Other Rights have all the rights and privileges of a stockholder
             of the Company while the Restricted Stock is held

                                    5
<PAGE>

             in escrow, including the right to vote and to
             receive dividends (if any), provided, however that
             you will not be entitled to any rights and
             privileges of a stockholder for any Stock Units
             other than the right to receive dividends (if any)
             or any other right expressly provided herein.

Adjustments  In the event that after the date of this Award, the
             outstanding shares of the Company's Common Stock
             are increased or decreased or changed into or
             exchanged for a different number or kind of shares
             of stock or other securities of the Company or of
             another corporation through reorganization, merger,
             consolidation, recapitalization, reclassification,
             stock split, split-up, combination or exchange of
             shares or declaration of any dividends payable in
             Common Stock, the Board of Directors shall
             appropriately adjust the number of shares of Common
             Stock subject to this Award of Restricted Stock (to
             the nearest whole number) and such adjustments
             shall be effective and binding for all purposes of
             this Award.

Restrictions The Company will not issue any Restricted Stock or
on           Shares if the issuance of such Restricted Stock or
Issuance     Shares at that time would violate any law or
             regulation.

Withholding  The release of the Restricted Stock from escrow
Taxes        will not be allowed unless you make acceptable
             arrangements to pay any withholding or other taxes
             that may be due and such arrangements may include,
             subject to such rules that may be established by
             the Company, (i) delivery of previously owned
             shares, (ii) withholding of shares by the Company
             from the shares that would otherwise be delivered
             from escrow, or (iii) cash or check.

Restrictions By signing this Agreement, you agree not to sell
on Resale    (or transfer or assign) any Restricted Stock prior
             to its vesting or sell (or transfer or assign) any
             Shares acquired under this Award at a time when
             applicable laws, regulations or Company or
             underwriter trading policies prohibit sale.

             If the sale of Shares acquired under this Award is
             not registered under the Securities Act of 1933,
             but an exemption is available which requires an
             investment representation or other representation
             and warranty, you shall represent and agree that
             the Shares being acquired are being acquired for
             investment, and not with a view to the sale or
             distribution thereof, and shall make such other
             representations and warranties as are deemed
             necessary or appropriate by the Company and its
             counsel.

No Retention This Agreement is not an employment agreement and
Rights       does not give you the right to be retained by the
             Company (or its Parents, Subsidiaries or
             affiliates) and you agree that you are an employee-
             at-will.  The Company (or its Parents, Subsidiaries
             or affiliates) reserves the right to terminate your
             employment as an Employee at any time and for any
             reason.

Representati You acknowledge that, while employed by the Company
ons          or any Parent or any Subsidiary or affiliate
             thereof, you will have access to confidential and
             proprietary information regarding the internal

                                   6
<PAGE>

             affairs, operations and customers (customer is
             defined herein as including, but not limited to,
             borrowers, makers, lessees, guarantors, vendors and
             manufacturers of the following: equipment,
             construction equipment, transportation equipment,
             buses, trailers, trucks, tractors, vehicles,
             manufacturing equipment, machine tools, waste
             equipment, recycling equipment and production
             equipment) of the Company or any Parent or any
             Subsidiary or affiliate thereof, including but not
             limited to, information contained in any internal
             memorandum, standard operating procedure manual,
             employee manual, customer or vendor lists,
             accounting records, computer-generated information,
             computer lists, computer reports, computer records,
             computer printouts or any software data or other
             information in any computer system of the Company
             or any Parent or any Subsidiary or affiliate
             thereof and other information which pertains to the
             business of the Company or any Parent or any
             Subsidiary or affiliate thereof, which is not
             disclosed by the Company or any Parent or any
             Subsidiary or affiliate thereof to the general
             public.  By acceptance of this Agreement, you agree
             to keep secret and retain in strictest confidence
             and not to disclose, at any time, all confidential
             matters, proprietary information which relate to
             the Company or any Parent or any Subsidiary or
             affiliate thereof including, without limitation,
             customer lists, trade secrets, internal memoranda,
             policies of the Company and other confidential
             business affairs of the Company and its Parents and
             its Subsidiaries or affiliates thereof and agrees
             not to disclose any of the foregoing information,
             at any time, without the prior written consent of a
             duly authorized officer of the Company.

             You further agree that, for 120 days from the date
             that your employment as an Employee of the Company
             or any Parent or any Subsidiary or affiliate
             thereof ends; (1) You shall not, either directly or
             indirectly, solicit business from any existing or
             prospective customer(s) of the Company or any
             Parent or any Subsidiary or affiliate thereof and
             (2) You shall not, either directly or indirectly,
             agree to hire, solicit or recruit on behalf of your
             new employer, or through your new employer, any
             employee of the Company or any Parent or any
             Subsidiary or affiliate thereof for any job,
             employment or consulting, in the Company's or any
             Parent's or any Subsidiary's or affiliate's
             industry or with any company which competes with
             the Company or any Parent or any Subsidiary or
             affiliate thereof.  For purposes of this paragraph,
             a "prospective customer" includes but is not
             limited to, a person, corporation, partnership or
             other business entity with whom one or more
             financing and/or leasing transactions has been
             discussed within the twelve months prior to
             termination of your employment with the Company, or
             any Parent or any Subsidiary or affiliate thereof.
             The provisions of this representations section
             shall survive any expiration or termination of this
             Agreement.

             The Company may enforce any violation of these
             provisions to the fullest extent permitted under
             law or equity.  You acknowledge that upon a
             material breach of any of these provisions, the
             Company would sustain irreparable harm from such
             breach, and, therefore, you agree that in addition
             to any other remedies which the Company may have
             for any material breach of this Agreement or

                                   7
<PAGE>

             otherwise, the Company shall be entitled to obtain
             equitable relief including specific performance,
             injunctions and restraining you from committing or
             continuing any such violation of this Agreement.
             The Company may apply to any court of competent
             jurisdiction for a temporary restraining order,
             preliminary injunction, or other interim or
             conservatory relief as necessary.

Applicable   This Agreement will be interpreted and enforced
Law          under the laws of the State of New York and
             construed accordingly, including any conflicts or
             choice of law rule or principle that might
             otherwise refer construction or interpretation of
             this Agreement to the substantive law of another
             jurisdiction.  This Agreement may not be amended,
             altered, waived or modified unless it is in writing
             and signed by you and the Chief Executive Officer.
             This Agreement represents the final agreement
             between the parties and may not be contradicted by
             evidence of prior, contemporaneous or subsequent
             oral agreements between the parties.  The rights
             and remedies of the Company, its Parents, its
             Subsidiaries and affiliates hereunder shall be
             cumulative and not alternative.  No delay or
             failure on the part of the Company, its Parents or
             its Subsidiaries or its affiliates in exercising
             any rights hereunder shall operate as a waiver of
             such or of any other rights.  If any term,
             provision, covenant or restriction of this
             Agreement is held by a court of competent
             jurisdiction to be invalid, illegal, void or
             unenforceable, the remainder of the terms,
             provisions, covenants and restrictions set forth
             herein shall remain in full force and effect and
             shall in no way be affected, impaired or
             invalidated, and the parties hereto shall use their
             best efforts to find and employ an alternative
             means to achieve the same or substantially the same
             result as that contemplated by such term,
             provision, covenant or restriction.  It is hereby
             stipulated and declared to be the intention of the
             parties that they would have executed the remaining
             terms, provisions, covenants and restrictions
             without including any of such that may be hereafter
             declared invalid, illegal, void or unenforceable.
             YOU HEREBY WAIVE THE RIGHT TO HAVE A TRIAL BY JURY
             IN ANY LITIGATION, ACTION, CAUSE OF ACTION,
             COUNTERCLAIM, CASE, ARBITRATION OR PROCEEDING
             BETWEEN YOU AND THE COMPANY, ITS PARENTS OR ITS
             SUBSIDIARIES OR AFFILIATES.



                       __________________


In consideration of the Company granting you this Restricted Stock,
please acknowledge your agreement to fully comply with all of the
terms and provisions contained herein by signing this Agreement in
the space provided above and returning it promptly to:

                  Financial Federal Corporation
              Attention: Troy H. Geisser, Secretary

                                8
<PAGE>

                            EXHIBIT A


              ASSIGNMENT SEPARATE FROM CERTIFICATE


          FOR VALUE RECEIVED and pursuant to that certain
Restricted Stock Agreement dated as of [DATE], the undersigned
hereby sells, assigns and transfers unto ___________ shares of
the Common Stock of Financial Federal Corporation, a Nevada
corporation, standing in the undersigned's name on the books of
said corporation represented by certificate No. ____________,
herewith, and does hereby irrevocably constitute and appoint
_____________ attorney-in-fact to transfer the said stock on the
books of the said corporation with full power of substitution in
the premises.


Dated:__________________________

                                 _______________________________
                                         [TYPE NAME]

                              A-1
<PAGE>

                            EXHIBIT B


                 ELECTION UNDER SECTION 83(b) OF
                    THE INTERNAL REVENUE CODE


          The undersigned hereby makes an election pursuant to
Section 83(b) of the Internal Revenue Code with respect to the
property described below and supplies the following information
in accordance with the regulations promulgated thereunder:

1.   The name, address and social security number of the
undersigned:




     Social Security No. :

2.   Description of property with respect to which the election
     is being made:

                     shares of common stock of Financial Federal
     Corporation (the "Company").

3.   The date on which the property was transferred is
     _____________, [YEAR].

4.   The taxable year to which this election relates is calendar
     year [YEAR].

5.   Nature of restrictions to which the property is subject:

     The shares of stock are subject to the provisions of a
     Restricted Stock Agreement (the "Agreement") between the
     undersigned and the Company.  The shares of stock are
     subject to forfeiture under the terms of the Agreement.

6.   The Fair Market Value of the property at the time of
     transfer (determined without regard to any lapse
     restriction) was $__________ per share, [for a total of
     $__________.]

7.   The amount paid by taxpayer for the property was
     $__________.

8.   A copy of this statement has been furnished to the Company.

Dated:  _____________ __, [YEAR].



                              [Taxpayer's Name]

                                B-1
<PAGE>

                     SECTION 83(b) ELECTIONS


          This memorandum briefly describes certain aspects of
Internal Revenue Code section 83 and section 83(b) elections as
they exist under current law.  A form of election is attached.
The effect of making the election is that it permits the employee
or consultant to include in his or her gross income, in his or
her taxable year in which unvested shares are transferred, the
excess, if any, of (i) the Fair Market Value of such shares at
the time of transfer (determined without regard to restrictions
other than those which will never lapse), over (ii) the amount
(if any) paid for such shares.

          By making the section 83(b) election, subsequent
appreciation in the value of the shares generally will be taxed
as a capital gain, rather than as compensation.  Also,
appreciation that occurs after the transfer but prior to vesting
will not be taxed until the shares are sold.  Finally, such
subsequent appreciation may be deferred if transfer occurs in a
tax-free reorganization or may go untaxed altogether if a stepped-
up basis results from transfer by reason of death.  However, if
the shares are forfeited the employees or consultants who made
the election can only deduct a loss to the extent the amount
received (if any) on forfeiture is less than the amount paid (if
any) for such shares.  Thus, such employees or consultants are
precluded from recovering the tax paid with respect to any
reported compensation income.  Moreover, any loss recognized will
generally be a capital loss which can only offset capital gains
plus $3,000 of ordinary income ($1,500 in the case of married
individuals filing a separate return).

          In the absence of an election, the employee or
consultant who receives unvested shares does not recognize any
income until such shares vest.  In the taxable year in which any
shares vest such employee or consultant will recognize
compensation income equal to the excess, if any, of (i) the Fair
Market Value of the vested shares on the vesting date, over
(ii) the amount (if any) paid for such shares.  If the shares are
forfeited the employee or consultant will recognize ordinary loss
to the extent the amount received on forfeiture is less than the
amount paid for such shares.

          The election must be made not later than 30 days after
the date of transfer of the shares to the employee or consultant.
The election is to be filed with the Internal Revenue Service
Center with which the employee or consultant files his or her
return.  In general, the election is irrevocable.

          Each filing should be made by certified mail with the
sender's receipt postmarked at the time of mailing to establish
proof of filing.  Also, one copy of the election should be filed
with the company.  Finally, one copy of the election must be
submitted with the employee's federal income tax returns for the
taxable year in which the shares are transferred.  Although the
election must be made within 30 days of the date of transfer of
the shares, the tax, if any, arising out of the election need not
be paid until the employee or consultant files his or her tax
return for the tax year of transfer (subject to the withholding
rules discussed below).

          The company should be entitled to a tax deduction for
federal income tax purposes equal to the amount, if any, included
in the gross income of the employees or consultants receiving the
shares.  Any deduction is allowed for the taxable year of the
company in which or with which ends the taxable year in which the
amount was included in the gross income of the employee or
consultant.

                               B-2
<PAGE>


          While it may be desirable from a tax standpoint for
employees and consultants to make an 83(b) election at the time
unvested shares are acquired, the matter should be reviewed by
each employee or consultant with his or her tax adviser.

          The foregoing is intended only as a general summary of
the tax consequences of section 83(b) elections.

                               B-3