FINANCIAL FEDERAL CORPORATION

             AMENDMENT TO EXCISE TAX RESTORATION AGREEMENT

     This  Amendment, is made and entered  into as of the  9th  day  of
December, 2008, by Financial Federal Corporation (the "Company").

                         W I T N E S S E T H:

     WHEREAS, the Company previously adopted the Excise Tax Restoration
Agreement, effective as of March 6, 2006 (the "Agreement");

     WHEREAS,  for  purposes of bringing the Agreement into  compliance
with  the  plan document requirements of Section 409A of  the  Internal
Revenue Code of 1986, as amended (the "Code"), the Company has prepared
this  Amendment which must be adopted on or before December  31,  2008;
and

     WHEREAS,  the Company desires 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  Agreement  is
hereby amended as follows:

     1.   The first sentence of Section (b) of the Agreement is hereby
amended in its entirety to read as follows:

     "All mathematical determinations and all determinations of whether
any  of the Total Payments are "parachute payments" (within the meaning
of  section  280G of the Code) that are required to be made under  this
agreement,  including  all  determinations of  whether  an  Excise  Tax
Restoration  Payment  is required, of the amount  of  such  Excise  Tax
Restoration  Payment and of amounts relevant to the  last  sentence  of
this  agreement,  shall  be  made by an independent  registered  public
accounting  firm selected by the Company (which may or may not  be  the
Company's independent external auditors) (the "Accountants"), who shall
provide  their  determination  (the  "Determination"),  together   with
detailed supporting calculations regarding the amount of any Excise Tax
Restoration Payment and any other relevant matters, both to the Company
and  to the Employee within seven business days from the earlier of (i)
the  Employee's  termination date, or (ii)  the  applicable  change  in
control  event that gives rise to the payments taken into  account  for
golden parachute purposes."

     2.   The third sentence of Section (c) of the Agreement is hereby
amended in its entirety to read as follows:

     "In  the  case of an Underpayment, the amount of such Underpayment
shall  promptly  be paid by the Company to or for the  benefit  of  the
Employee within 30 days of the due date of when the Employee must remit
his/her payment of the Excise Tax."

     3.   A new Section (e) is hereby added to the Agreement to read as
follows:

     "(e)  COMPLIANCE  WITH  409A.  To the  extent  this  Agreement  is
subject to Code Section 409A, and notwithstanding any provision in  the
Agreement  to  the  contrary, if upon the Employee's  "separation  from
service"  within  the  meaning of Code  Section  409A,  he  is  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 the  Employee's
separation  from  service,  or (ii) ten (10)  days  after  the  Company
receives  notification  of  the Employee's  death.   Any  such  delayed
payments shall be made without interest."

                               * * * * *



                     FINANCIAL FEDERAL CORPORATION



                                  By:

                            Paul Sinsheimer
                        Chief Executive Officer