FINANCIAL FEDERAL CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>x07312007_10-24.txt
<TEXT>
                                                   Exhibit 10.24

                  FINANCIAL FEDERAL CORPORATION
                    2006 STOCK INCENTIVE PLAN
                  ____________________________

                      Stock Unit Agreement
               __________________________________

                        Award No. _______

          Pursuant  to  Section  10  of  the  Financial   Federal
Corporation  2006  Stock Incentive Plan  (the  "Plan"),  you  are
hereby  granted  an  award  (the "Award")  of  Stock  Units  (the
"Units")  subject to the terms and conditions set  forth  in  the
Plan  as  modified  by  this Stock Unit Award  Agreement  ("Award
Agreement").   A  summary of the Plan appears in its  Prospectus,
which  is  attached  as Exhibit A.  You should  carefully  review
these   documents,  and  consult  with  your  personal  financial
advisor,  in order to fully understand the implications  of  this
Award  Agreement,  including  your  tax  alternatives  and  their
consequences.

          By  executing  this Award Agreement, you  agree  to  be
bound  by  all of the Plan's terms and conditions as if they  had
been  set  out  verbatim below.  In addition, you  recognize  and
agree  that all determinations, interpretations, or other actions
respecting the Plan and this Award Agreement will be made by  the
Board  of Directors (the "Board" or the "Committee") of Financial
Federal Corporation (the "Company") and shall (in the absence  of
manifest  bad  faith or fraud) be final, conclusive  and  binding
upon  all parties, including you, your heirs and representatives.
Capitalized  terms  are  defined in the Plan  or  in  this  Award
Agreement.

1.   Specific Terms.  Your Units have the following terms:

Name of
Participant

Number of       ______ shares of the Company's common stock.
Shares of
Stock Subject
to the Award

Award Date      _____________

Vesting         You will become ______ vested in this Award
                _______ after the Award Date; subject to
                acceleration as provided in Section 2 below,
                and to your Service not ending before vesting.

Dividend        [  ] Awarded in accordance with Section 6 below.
Equivalents
                [  ] Not applicable.

Time of         The Stock Unit Award will be settled, through
Settlement      the issuance of shares, in accordance with your
                elections that are set forth in the
                Distribution Election Agreement.

2.    Accelerated Vesting; Change in Corporate Control.   To  the
extent  you have not previously vested in your rights under  this
Award,  your  rights will become 100% vested upon (a) termination
of  your Service due to your death or Disability; or (b) a Change
In Control.

3.    Termination of Service.  This Award shall be  canceled  and
become  automatically null and void immediately after termination
of  your Service for any reason, but only to the extent you  have
not  become vested pursuant to the foregoing terms on or  at  the
time your Service ends.

4.    Satisfaction of Vesting Restrictions.  No  Shares  will  be
issued  before  you complete the requirements that are  necessary
for you to vest in the Shares underlying your Units.  As soon  as
practicable after 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.  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).

5.    Investment Purposes. By executing this Award, you represent
and warrant to the Company that any Shares issued to you pursuant
to your Units will be for investment for your own account and not
with  a view to, for resale in connection with, or with an intent
of  participating directly or indirectly in, any distribution  of
such Shares within the meaning of the Securities Act of 1933,  as
amended.

6.   Dividend Equivalents.  You will not receive any cash or
stock dividends, or dividend equivalent rights, in connection
with this Award, unless an Award is made pursuant to Section 1
above, in which event the following provisions shall apply to
you.  While your Units are outstanding, you or your duly-
authorized transferee shall also be entitled to receive, with
respect to each Unit outstanding -

           (i)  the number of Shares equal to the stock dividends
     per  Share  which were declared and paid to the  holders  of
     Shares on or after the Award Date, and

           (ii)  a  cash  payment equal to  the  per  Share  cash
     dividend  for  any  cash dividends that  were  paid  to  the
     holders  of  Shares based on a record date on or  after  the
     Award  Date with such cash payment occurring at the same  as
     dividend   payments   are  made  to  such   Company   common
     stockholders.

7.   Designation of Beneficiary.  Notwithstanding anything to the
contrary contained herein or in the Plan, following the execution
of   this   Award  Agreement,  you  may  expressly  designate   a
beneficiary (the "Beneficiary") to your interest, if any, in  the
this  Award  and any underlying Shares.  You shall designate  the
Beneficiary   by  completing  and  executing  a  designation   of
beneficiary  agreement  (the "Designation  of  Beneficiary")  and
delivering an executed copy of the Designation of Beneficiary  to
the Company.

8.    Restrictions on Transfer of Award. Your rights  under  this
Award   Agreement  may  not  be  sold,  pledged,   or   otherwise
transferred without the prior written consent of the Committee.

9.    Income  Taxes and Deferred Compensation.   You  are  solely
responsible  and  liable for the satisfaction of  all  taxes  and
penalties that may arise in connection with this Award (including
any  taxes  arising  under Section 409A of  the  Code),  and  the
Company  shall not have any obligation to indemnify or  otherwise
hold  you  harmless from any or all of such taxes.  The Committee
has  the discretion to unilaterally modify this Award in a manner
that  (i) conforms with the requirements of Section 409A  of  the
Code,  (ii)  that voids any election of yours to  the  extent  it
would  violate  Section  409A of the  Code,  and  (iii)  for  any
distribution  election that would violate  Section  409A  of  the
Code, to make distributions pursuant to the Award at the earliest
to  occur of a distribution event that is allowable under Section
409A of the Code or any distribution event that is both allowable
under Section 409A of the Code and is elected by you, subject  to
any  valid  second election to defer, provided that the Committee
permits  second  elections to defer in  accordance  with  Section
409A(a)(4)(C).  The Committee shall have the sole  discretion  to
interpret  the requirements of the Code, including Section  409A,
for purposes of the Plan and this Award Agreement.

10.   Notices.  Any notice or communication required or permitted
by any provision of this Award Agreement to be given to you shall
be  in writing and shall be delivered electronically, personally,
or sent by certified mail, return receipt requested, addressed to
you  at  the  last address that the Company had for  you  on  its
records.   Each  party may, from time to time, by notice  to  the
other party hereto, specify a new address for delivery of notices
relating  to  this  Award Agreement.  Any such  notice  shall  be
deemed  to  be  given  as of the date such notice  is  personally
delivered or properly mailed.

11.   Binding Effect.  Except as otherwise provided in this Award
Agreement or in the Plan, every covenant, term, and provision  of
this  Award  Agreement shall be binding upon  and  inure  to  the
benefit  of  the  parties  hereto  and  their  respective  heirs,
legatees,  legal  representatives, successors,  transferees,  and
assigns.

12.   Modifications.   This Award Agreement may  be  modified  or
amended  at  any time, in accordance with the Plan  and  provided
that  you  must  consent  in  writing to  any  modification  that
adversely or materially affects your rights or obligations  under
this Award Agreement (with such an effect being presumed to arise
from  a  modification that would trigger a violation  of  Section
409A of the Code).

13.   Headings.   Section and other headings  contained  in  this
Award  Agreement  are for reference purposes  only  and  are  not
intended  to  describe, interpret, define or limit the  scope  or
intent of this Award Agreement or any provision hereof.

14.  Severability.  Every provision of this Award Agreement and
of the Plan is intended to be severable.  If any term hereof is
illegal or invalid for any reason, such illegality or invalidity
shall not affect the validity or legality of the remaining terms
of this Award Agreement.

15.  Counterparts.  This Award Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
instrument.

16.    Plan  Governs.   By  signing  this  Award  Agreement,  you
acknowledge  that you have received a copy of the Plan  and  that
your  Award Agreement is subject to all the provisions  contained
in  the  Plan,  the provisions of which are made a part  of  this
Award Agreement and your Award is subject to all interpretations,
amendments, rules and regulations which from time to time may  be
promulgated and adopted pursuant to the Plan.  In the event of  a
conflict between the provisions of this Award Agreement and those
of the Plan, the provisions of the Plan shall control.

17.   Not  a  Contract  of Employment.  By executing  this  Award
Agreement  you acknowledge and agree that (i) any person  who  is
terminated  before  full vesting of an award,  such  as  the  one
granted  to  you by this Award, could claim that he  or  she  was
terminated  to preclude vesting; (ii) you promise never  to  make
such  a claim; (iii) nothing in this Award Agreement or the  Plan
confers  on  you any right to continue an employment, Service  or
consulting relationship with the Company, nor shall it affect  in
any  way  your  right or the rights of the Company, to  terminate
your employment, Service, or consulting relationship at any time,
with  or  without  Cause;  and (iv) the Company  would  not  have
granted  this  Award  to you but for these  acknowledgements  and
agreements.

18.   Governing  Law.  The laws of the State of  New  York  shall
govern the validity of this Award Agreement, the construction  of
its terms, and the interpretation of the rights and duties of the
parties hereto.



          BY YOUR SIGNATURE BELOW, along with the signature of
the Company's representative, you and the Company agree that the
Units hereby awarded under and governed by the terms and
conditions of this Award Agreement and the Plan.


                    FINANCIAL FEDERAL CORPORATION

                    By:
                         Name:
                         Title:


                    By:
                         Name:
                         Title:


                    PARTICIPANT

                    The undersigned Participant hereby accepts
                    the terms of this Award Agreement and the
                    Plan.

                    By:
                    Name of Participant:
</TEXT>
</DOCUMENT>
