FINANCIAL FEDERAL CORPORATION
                       2006 STOCK INCENTIVE PLAN

                  AMENDMENT TO STOCK UNIT AGREEMENTS
                      FOR NON-EMPLOYEE DIRECTORS

     This  Amendment, is made and entered  into as of the  9th  day  of
December,  2008,  by  and  between Financial Federal  Corporation  (the
"Company")  and  the  Company's non-employee  directors  set  forth  on
Exhibit   A   attached  hereto  (the  "Participants")  (together,   the
"Parties").

                         W I T N E S S E T H:

     WHEREAS,  the  Company and each of the Participants  entered  into
separate Stock Unit Agreements referenced on Exhibit A attached  hereto
(the  "Agreements") that previously granted stock unit  awards  to  the
Participants  under  the  Financial  Federal  Corporation  2006   Stock
Incentive Plan;

     WHEREAS,  for  purposes of bringing each of  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; and

     WHEREAS,  pursuant  to Section 12 of the Agreements,  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, the Agreements  are
hereby amended as follows:

     1.   The second sentence of Section 4 of the Agreements is hereby
amended in its entirety to read as follows:

     "Within  30 days of the later of (i) the date on which your  Units
vest  in  whole or in part or (ii) the distribution date or  dates  set
forth in your deferral election, the Company will issue to you or  your
duly-authorized transferee, free from vesting restrictions (but subject
to such legends as the Company determines to be appropriate), one Share
for each vested Unit, as the case may be."

     2.   A new Section 19 is hereby added to the Agreements to read as
follows:

     "19. 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  duly authorized officers and the  Participants  have
hereunto  set their hands on the day and year first above written.   By
signing  below, each Participant consents to this Amendment on his  own
behalf and solely with respect to his Agreement(s), and his consent  to
the  Amendment  shall not be affected in any way by  the  signature  of
another Participant.

                              FINANCIAL FEDERAL CORPORATION

                              By:
                              Its:

                              PARTICIPANT

                              Lawrence B. Fisher

                              PARTICIPANT

                              Michael C. Palitz

                              PARTICIPANT

                              Leopold Swergold

                              PARTICIPANT

                              H.E. Timanus, Jr.

                              PARTICIPANT

                              Michael J. Zimmerman



                               EXHIBIT A

                PARTICIPANTS AND STOCK UNIT AGREEMENTS

Name of Participant    Date of Stock Unit   Number of Restricted
                           Agreement         Stock Units Granted