THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT (i) TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO
THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE
STATE LAW IS AVAILABLE.


                  SECOND AMENDMENT TO WARRANT AGREEMENT
                      FINANCIAL FEDERAL CORPORATION

Date: December 13, 2000                                             No.

      This Amendment is entered into as of December 13, 2000 by and between
Financial Federal Corporation, a Nevada corporation (the "Company"), pursuant
to a resolution of its Board of Directors adopted on December 12, 2000, and
[holder's name] the registered holder of Warrant Agreement Number [   ] (the
"Holder").

      WHEREAS, the Company and the Holder have entered into a certain Warrant
Agreement Number [   ] (the "Warrant") dated April 18, 1989, as amended on
June 5, 1991 to purchase [   ] shares of the Company's common stock, $0.50 par
value (the "Common Stock"); and

      WHEREAS, each of the Company and the Holder desire to amend the Warrant
Agreement to add a cashless exercise provision;

      NOW THEREFORE, in consideration of the foregoing premises and the mutual
convenants hereinafter set forth for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows;

      All terms undefined herein shall have the meanings assigned to them in
the Warrant Agreement.

      (a)  Section 4 of the Warrant Agreement shall be renumbered Section 4.1.

      (b)  A new Section 4.2 shall be added to the Warrant Agreement following
Section 4.1, and shall read as follows:

4.2      Payment of Exercise Price.  Upon exercise of this Warrant, in full or
in part, payment of the aggregate Exercise Price shall be made by the Holder
of this Warrant in one (or a combination) of the following forms:

         (a)  delivery of cash, cashier's check or money order; or

         (b)  surrender of shares of Common Stock that have been issued and
         outstanding for more than six months.  The value per share of any
         such surrendered shares shall be the Market Price (as defined below)
         on the date on which the form of election attached hereto is deemed
         to have been sent to the Company pursuant to Section 10 of the
         Warrant Agreement and such aggregate Market Price shall be applied
         against the aggregate Exercise Price.

"Market Price" shall be deemed to be the last reported sales price per share,
or in case, no reported sale takes place on such day, the average of the last
reported sale prices per share for the last three (3) trading days, in either
case as officially reported by the New York Stock Exchange, or if the Common
Stock is not then listed or admitted to trading on the New York Stock
Exchange, the principal securities exchange on which the Common Stock is
listed or admitted to trading.  If the Market Price cannot be determined
pursuant to the preceding sentence, the Market Price shall be determined in
good faith (using customary valuation methods) by resolution of the Board of
Directors of the Company, based on the best information available to it.

         (c)  The Form of Election to Purchase of the Warrant is amended by
deleting the first paragraph in its entirety and inserting in lieu thereof the
following:

The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, to purchase [   ] shares of Common Stock and
herewith tenders in payment for such shares of Common Stock (i) cash, a
cashier's check or a money order payable to Financial Federal Corporation in
the amount of $              and/or (ii)           shares of Common Stock that
have been issued and outstanding for more than six months.  The undersigned
requests that a certificate for such shares of Common Stock be registered in
the name of [holder's name] whose address is [holder's address] and that such
certificate be delivered to [holder's name] whose address is [holder's
address].

         (d)  Section 10(b) of the Warrant Agreement is amended by deleting
such paragraph in its entirety and inserting in lieu thereof the following:

         (b)  If to the Company, at 733 Third Avenue, New York, New York
         10017, Attention: Troy Geisser, Secretary, with a copy to Orrick,
         Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, New York
         10103, Attention: Lawrence B. Fisher, Esq. or to such other address
         as the Company may designate by notice to the Holder(s).

      Except as expressly amended hereby, all terms and provisions of the
Warrant Agreement are hereby ratified and confirmed and shall remain in full
force and effect.  This Amendment may be executed in any number of
counterparts each of which shall be an original, and all of which taken
together shall be deemed one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


WARRANTHOLDER(S)                            FINANCIAL FEDERAL CORPORATION



By:                                         By:
     ---------------------------                 ------------------------
      Name:                                       Name:
      Title:                                      Title:



                                            By:
                                                 ------------------------
                                                  Name:
                                                  Title: