Exhibit 10.2

                  FINANCIAL FEDERAL CORPORATION

                    2006 STOCK INCENTIVE PLAN

                      STOCK UNIT AGREEMENT


          Financial Federal Corporation, a Nevada corporation
(the "Company"), hereby awards Stock Units ("Units") to the
Participant named below.  The terms and conditions of the Award
are set forth in this cover sheet and the attached Stock Unit
Agreement and in the 2006 Stock Incentive Plan (the "Plan").


Date of Award:      _____________

Name of Participant:   __________________

Number of Shares of Common Stock Subject to the Award:  ______

          By signing this cover sheet, you agree to all
          of the terms and conditions described in the
          attached Stock Unit Agreement and in the Plan.
          You are also acknowledging receipt of this
          Agreement and copies of the Plan and the
          Plan's Prospectus.

          Also please note that, by accepting this
          Award, you are agreeing that your Restricted
          Stock Agreement dated February 22, 2006, shall
          be amended as set forth in the attached Stock
          Unit Agreement.

Date: _____________

Company:                                Participant:

By:
     Steven F. Groth                         _____________
     Senior Vice President and
     Chief Financial Officer

By:
     Troy H. Geisser
     Senior Vice President and Secretary


Attachment



                  FINANCIAL FEDERAL CORPORATION

                    2006 STOCK INCENTIVE PLAN

                      STOCK UNIT 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 and the Plan constitute the entire
             understanding between you and the Company regarding
             this Award of Stock Units.  Any prior agreements,
             commitments or negotiations are superseded.

Award of     The Company awards you Stock Units with respect to
Stock Units  the number of shares of Common Stock shown on the
             cover sheet of this Agreement.  The Award is
             subject to the terms and conditions of this
             Agreement and the Plan.  This Award is intended to
             satisfy the requirements of section 409A of the
             Code ("Section 409A") and will be interpreted
             accordingly.

Vesting and  Except as otherwise provided in this Agreement, so
Payment      long as you continuously are employed by the
Events       Company, you will receive delivery as to all of the
             number of your Shares subject to your Stock Units
             on the earlier of:

                  (a) six months after the date of your
                  separation from service with the Company for
                  any reason (other than if your employment was
                  terminated by the Company for Cause) provided
                  such termination occurs on or after your
                  "Vesting Date," which shall be ____________
                  ____;

                  (b) the date of your death;

                  (c) the date of your Disability (provided you
                  become "disabled" within the meaning of
                  Section 409A and such Disability occurs before
                  you separate from service); or

                  (d) the date of a Change In Control (provided
                  such Change In Control is an event described
                  in Section 409A(a)(2)(A)(v) and such Change In
                  Control occurs either before you separate from
                  Service or on or after your Vesting Date).

             However, your Stock Units will become vested, and
             the Shares subject to your Stock Units will be paid
             upon your separation from service with the Company
             (except as provided in the next sentence), on a pro-
             rata basis in the event of termination of
             employment by the Company before your Vesting Date
             without Cause or by you for Good Reason, with such
             pro-rata amount to be the nearest whole number that
             is equal to the number of Stock Units multiplied by
             a fraction (x) the numerator of which is the number
             of whole months of your continuous employment
             beginning on the Date of Award and ending on the
             date your employment terminates and (y) the
             denominator of which is the number of whole months
             from the Date of Award to your Vesting Date.  If
             you are a "specified employee" within the meaning
             of Section 409A when you separate from service,
             payment shall be made on the date that is six
             months after your separation from service.

             Notwithstanding anything to the contrary in this
             Agreement, the Board of Directors (or a
             compensation committee of the Board of Directors),
             in its sole discretion, may at any time accelerate
             the vesting for any or all of this Stock Unit
             grant, provided that such acceleration does not
             change the time or form of payment, except to the
             extent permitted by Section 409A.

Settlement   Upon the payment event described above, the Company
in Shares    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.  Fractional shares will not be
             issued, and cash will be paid in lieu thereof.
             Certificates shall not be delivered to you unless
             you have made arrangements satisfactory to the
             Committee to satisfy tax-withholding obligations
             (if any).

             Until the Shares subject to this Award are issued
             to you, you will not have any rights (including
             voting rights) as a shareholder with respect to
             this Award.

Dividend     While your Stock Units are outstanding, you or your
Equivalents  duly-authorized transferee shall also be entitled
             to receive, with respect to each Stock Unit
             outstanding, a cash payment equal to the per Share
             cash dividend paid to the holders of Shares
             generally based on a record date occurring on or
             after the Award Date.  Such payment shall be made
             at the same time as dividend payments are made to
             Company common stockholders.

Definition   "Cause" shall mean the good faith determination by
of "Cause"   the Company (or its Parent or Subsidiary) in its
             sole discretion that your continuous service with
             the Company 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 service with the Company 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.

Leaves of    For purposes of this Agreement, while you are a
Absence      common-law employee, your continuous service with
             the Company 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 service with the Company 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 service with the
             Company terminates for all purposes under this
             Agreement.

             However, any payment triggered upon your
             termination of employment shall be paid upon a
             "separation from service" within the meaning of
             Section 409A.

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 (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 Shares if the
on           issuance of such Shares at that time would violate
Issuance     any law or regulation.

Withholding  The payment of Shares in respect of this Award will
Taxes        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 by the Company from the
             Shares that would otherwise be delivered, or (iii)
             cash or check.

Restrictions By signing this Agreement, you agree not to sell
on Resale    (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, the issuance of the Shares to you
             shall be contingent on your representation and
             agreement that the Shares being acquired are being
             acquired for investment, and not with a view to the
             sale or distribution thereof, and any 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
             service 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
             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 agree
             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 service 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
             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.

Forfeiture   In addition to the remedies described in the
of this      representations above, you agree that upon a breach
Award and    of these provisions, you shall forfeit: (a) this
the 2006     Award, before Shares are issued to you pursuant to
Award        this Award; and (b) your restricted stock award
             dated February 22, 2006 (the "2006 Award"), before
             Shares are delivered to you pursuant to the 2006
             Award.

Vesting and  The 2006 Award is amended to provide that, if the
Tax Indem    2006 Award would otherwise vest six months after
nification   termination of your employment, the 2006 Award
for 2006     will, instead, vest four months after the
Award        termination employment.

             The Company agrees to reimburse you for federal,
             state, and local tax liability (including interest
             and penalties) you incur in excess of the intended
             tax treatment of the 2006 Award.  The 2006 Award is
             intended to be included in your income and wages
             for federal tax purposes upon the expiration of the
             120-day period following the termination of your
             employment with the Company (or, if earlier, when
             the 2006 Award otherwise vests).

Applicable   This Agreement will be interpreted and enforced
Law          under the laws of the State of New York and
             construed accordingly, excluding 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 a member of the Board of
             Directors.  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 Stock Unit
Award, 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