FINANCIAL FEDERAL CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>x01312003_10-33.txt
<TEXT>
Exhibit 10.33


                       FINANCIAL FEDERAL CORPORATION
                 REQUEST TO CONVERT AND IRREVOCABLY DEFER
                    RECEIPT OF VESTED RESTRICTED STOCK


     As  provided for in the Restricted Stock Agreement entered into by and
between Financial Federal Corporation, a Nevada corporation (the "Company")
and  Paul  R. Sinsheimer (the "Participant"), dated February 27, 2001  (the
"Agreement"), Participant hereby requests the Company to allow him to defer
the  receipt  of a number of common shares (specified below) of  restricted
stock  granted pursuant to the Agreement and the 2001 Management  Incentive
Plan (the "MIP").

     30,000  shares  of  Company restricted Common Stock  were  granted  to
Participant  pursuant to the Agreement and 7,500 shares of such  grant  are
scheduled to vest in 2003 (the "2003 Shares").  Participant is making  this
request  to defer receipt of a specified number of 2003 Shares entirely  of
his  own volition and Participant understands that the Company is under  no
obligation  to approve this request.  Participant further understands  that
he  may  only  request deferral of the 2003 Shares for  which  he  did  not
previously   file   an  Internal  Revenue  Code  Section  83(b)   election.
Participant  understands that he must submit this  properly  completed  and
signed  form  to  the Company no later than 5:00 P.M. EST on  February  26,
2003.

     Provided  that the Company's Executive Compensation And  Stock  Option
Committee  of  the  Board  of  Directors (the  "Committee")  approves  this
request, on the date that the 2003 Shares would otherwise vest, the  number
of  2003 Shares that Participant has voluntarily elected to defer will  not
be  released to Participant from escrow but will instead be surrendered  to
the  Company (the "Deferral Date") and, in exchange, on the Deferral  Date,
the Participant will receive a grant of stock units (equal in number to the
number  of surrendered 2003 Shares) (the "Stock Units").  The Company  will
credit the Stock Units to an unfunded deferred compensation account  to  be
maintained for Participant by the Company (the "Account").

     The  Company  shall  maintain the accounting for the  Stock  Units  in
Participant's Account.  The accounting value of each Stock Unit shall equal
the  Fair  Market Value (as such term is defined in the MIP) 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 MIP, then an  appropriate
and  similar  adjustment shall be made to the Stock Units in  the  Account.
Dividends  paid  to  Company  stockholders, if  any,  shall  result  in  an
appropriate  credit to the Account or the Participant will receive  a  cash
payment  reflecting the Participant's portion of the dividend.  Participant
shall  be  a general unsecured creditor with respect to any Stock Units  in
the  Account.  All Stock Units in the Account shall be paid out in full  in
Company common shares to Participant pursuant to the date specified below.

     Participant  understands and agrees that if and when this  request  is
approved  by  the  Committee, this election to defer receipt  of  the  2003
Shares and instead receive Stock Units (which will not be distributed until
the  date  specified below) is irrevocable.  Participant also  acknowledges
that  he may wish to consult with his financial, legal and tax advisors  in
connection  with  making  this  request and that  Participant  is  entirely
responsible  for satisfying all taxes and tax withholding  related  to  the
Stock Units and 2003 Shares, in accordance with the withholding section  of
the Agreements.

<PAGE>

     Participant  understands and agrees that the Agreement shall  continue
to  remain  in  effect and that the Agreement shall govern  the  terms  and
conditions applicable to the subject Stock Units and restricted stock grant
to   the  extent  not  inconsistent  with  this  deferral  election   form.
Participant also agrees to timely execute and file with the Securities  and
Exchange  Commission a Form 4 reporting the disposition of deferred  shares
and  acquisition of Stock Units.  Only those 2003 Shares that actually vest
and  for  which the Committee has approved Participant's request  to  defer
shall  be  eligible for conversion into Stock Units and crediting into  the
Account.

     I,  the Participant, KNOWINGLY AND VOLUNTARILY AGREE TO ALL TERMS  AND
CONDITIONS  DESCRIBED IN THIS ELECTION FORM AND THE AGREEMENT  and  request
the Company to approve the following deferral of 2003 Shares:

[X]  I,  the  Participant, voluntarily elect to forever  waive  and  forego
     receipt  of  7,500 shares of restricted stock otherwise  scheduled  to
     vest  in 2003 pursuant to the Agreement and irrevocably elect to  have
     such  shares converted into an equivalent number of Stock Units to  be
     deposited  into  the  Account which the Company will  maintain  on  my
     behalf  until such Stock Units are distributed to me in an  equivalent
     number of Company common shares on January 1, 2010.

                                        COMPANY APPROVAL:


     _____________________________      ____________________________
     Paul R. Sinsheimer                 By:
                                        Title:
     Date:                              Date:

</TEXT>
</DOCUMENT>
