FINANCIAL FEDERAL CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<TEXT>
                                                     Exhibit 10.1

                  Financial Federal Corporation

  Amended and Restated 1998 Stock Option/Restricted Stock Plan

           (As Amended and Restated December 15, 2005)

      Section  1.      Purpose.  The purpose  of  this  Financial
Federal    Corporation   Amended   and   Restated   1998    Stock
Option/Restricted  Stock  Plan (the "Plan")  is  to  promote  the
interests  of Financial Federal Corporation, a Nevada corporation
(the  "Company") and any Subsidiary thereof, and its stockholders
by  providing an opportunity to selected employees, officers  and
Directors  of the Company or any Subsidiary thereof,  as  of  the
date  of the adoption of this Plan or at any time thereafter,  to
purchase Common Stock of the Company.  By encouraging such  stock
ownership, the Company seeks to attract, retain and motivate such
employees  and  persons,  and  to encourage  such  employees  and
persons  to  devote  their  best  efforts  to  the  business  and
financial  success  of  the Company.  It is  intended  that  this
purpose  will  be  effected by the granting of  Restricted  Stock
and/or  "non-qualified  stock options"  and/or  "incentive  stock
options" to acquire the Common Stock of the Company.  Under  this
Plan,  the  Committee  shall  have the  authority  (in  its  sole
discretion)  to  grant Restricted Stock, ISOs  and  non-qualified
options.

      Section 2.     Definitions.  For purposes of this Plan, the
following  terms  used herein shall have the following  meanings,
unless a different meaning is clearly required by the context.

      2.1. "Board of Directors" shall mean the Board of Directors
of the Company.

     2.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended.   Reference  to  a  specific  section  of  the  Code  or
regulation  thereunder shall include such section or  regulation,
any  valid  regulation promulgated under such  section,  and  any
comparable  provision  of  any future legislation  or  regulation
amending,   supplementing   or  superseding   such   section   or
regulation.

      2.3. "Director" means any individual who is a member of the
Board of Directors of the Company.

      2.4.  "Committee" shall mean the committee of the Board  of
Directors referred to in Section 5 hereof.

      2.5. "Common Stock" shall mean the Common Stock, $0.50  par
value, of the Company.

      2.6.  "Disability" means a permanent and  total  disability
within the meaning of Section 22(e)(3) of the Code, provided that
in  the  case  of Options other than ISOs, the Committee  in  its
discretion may determine whether a permanent and total disability
exists   in   accordance  with  uniform  and   non-discriminatory
standards adopted by the Committee from time to time.

      2.7. "Employee" shall mean (i) with respect to an ISO,  any
person  including an officer or Director of the Company,  who  at
the  time an ISO is granted to such person hereunder, is employed
on  a  full-time  basis by the Company or any Subsidiary  of  the
Company;   and  (ii)  with respect to a Non-Qualified  Option  or
Restricted  Stock any person employed by, or performing  services
for  the  Company  or  any Subsidiary of the Company,  including,
without limitation, Directors and officers.

     2.8. "Fair Market Value" means, as of any date, the value of
Common  Stock  determined as follows.  If  the  Common  Stock  is
listed  on  any  established stock exchange or a national  market
system,  including without limitation the Nasdaq National  Market
or  The  Nasdaq SmallCap Market of The Nasdaq Stock  Market,  its
Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior  to  the
time of determination, as reported in The Wall Street Journal  or
such  other  source the Committee deems reliable.  If the  Common
Stock  is regularly quoted by a recognized securities dealer  but
selling prices are not reported, the Fair Market Value of a Share
of  Common  Stock shall be the man between the high bid  and  low
asked prices for the Common Stock on the last market trading  day
prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Committee deems reliable.  In
the  absence of an established market for the Common  Stock,  the
Fair  Market  Value  shall be determined in  good  faith  by  the
Committee.

      2.9.  "ISO"  shall mean an Option to purchase Common  Stock
granted under the Plan, which constitutes and shall be treated as
an  "incentive  stock option" as defined in Section  422  of  the
Code.

     2.10.     "Nonemployee Director" means a Director who is not
employed  by  the Company or any corporation or any other  entity
controlling,  controlled  by, or under common  control  with  the
Company.

      2.11.      "Non-Qualified Option" shall mean an  Option  to
purchase  Common Stock granted to a Participant pursuant  to  the
Plan, which is not intended to be an ISO.

      2.12.      "Option"  shall mean any  ISO  or  Non-Qualified
Option granted to an Employee pursuant to this Plan.

      2.13.     "Participant" shall mean any Employee to whom  an
Option or Restricted Stock is granted under this Plan.

      2.14.      "Parent"  shall have the meaning  set  forth  in
Section 424(e) of the Code.

      2.15  "Restricted  Stock" means a  share  of  Common  Stock
awarded under the Plan.

      2.16  "Restricted  Stock  Agreement"  means  the  agreement
described in Section 7 evidencing each award of Restricted Stock.

      2.17.     "Subsidiary" shall have the meaning set forth  in
Section 424(f) of the Code.

      Section  3.      Eligibility.    Subject  to  Section  4.3,
Options or Restricted Stock may be granted to any Employee.   The
Committee  shall have the sole authority to select the  person(s)
to  whom Options or Restricted Stock are to be granted hereunder,
and  to  determine  whether a person is  to  be  granted  a  Non-
Qualified  Option  or  an  ISO  or  any  combination  thereof  in
accordance   with  Section  5.   The  Committee,  in   its   sole
discretion, shall determine the number of shares of Common  Stock
subject  to each Option, provided that during any fiscal year  of
the  Company,  no  Participant shall be granted Options  covering
more  than 150,000 shares of Common Stock.  No person shall  have
any  right to participate in the Plan. Any person selected by the
Committee  for participation during any one period  will  not  by
virtue of such participation have the right to be selected  as  a
Participant for any other period.

     Section 4.     Common Stock Subject to the Plan.

      4.1.  The total number of shares of Common Stock for  which
Options or Restricted Stock may be granted under this Plan  shall
not exceed in the aggregate 3,750,000 shares of Common Stock.

      4.2.  The  shares of Common Stock that may  be  subject  to
Options or Restricted Stock granted under this Plan may be either
authorized and unissued shares or shares reacquired at  any  time
and  now  or  hereafter held as treasury stock, as the  Board  of
Directors  shall  determine.  In the event that  any  outstanding
Option  or  Restricted  Stock expires or is  terminated  for  any
reason,  the shares allocable to the unexercised portion of  such
Option  or Restricted Stock may again be subject to an Option  or
Restricted  Stock  granted under this Plan.   If  any  shares  of
Common  Stock acquired pursuant to the exercise of an  Option  or
grant  of  Restricted Stock shall have been  repurchased  by  the
Company,  then  such  shares  shall again  become  available  for
issuance pursuant to this Plan.

     4.3. Special ISO Limitations.

      (a)  The aggregate Fair Market Value (determined as of  the
date  an  ISO  is  granted) of the shares of  Common  Stock  with
respect  to which ISOs are exercisable for the first time  by  an
Employee during any calendar year (under all plans of the Company
or  any  Parent  or Subsidiary of the Company) shall  not  exceed
$100,000.

     (b)  No ISO shall be granted to an Employee who, at the time
the  ISO  is granted, owns (actually or constructively under  the
provisions  of Section 424(d) of the Code) stock possessing  more
than  10%  of the total combined voting power of all  classes  of
stock  of the Company or any Parent or Subsidiary of the Company,
unless the Option price is at least 110% of the Fair Market Value
(determined as of the time the ISO is granted) of the  shares  of
Common  Stock subject to the ISO and the ISO by its terms is  not
exercisable more than five (5) years from the date it is granted.

       (c)    No  ISO  may  be  exercised  after  the  Employee's
termination of employment for any reason other than Disability or
death,  unless  (a)  the  Employee dies  while  employed  by  the
Company,  or  (b)  the Option agreement or the Committee  permits
later  exercise.  No ISO may be exercised more than one (1)  year
after  the  Employee's termination of employment  on  account  of
Disability,  unless  (i) the Employee dies during  such  one-year
period;  and  (ii)  the Option agreement or the Committee  permit
later exercise.

      (d)  Except as otherwise provided in Section 4.3(b), no ISO
may be exercised after the expiration of ten (10) years after the
date such ISO was granted.

     Section 5.     Administration of the Plan.

      5.1. The Committee.  The Plan shall be administered by  the
Committee.  The Committee shall consist of not less than two  (2)
Directors.  The members of the Committee shall be appointed  from
time to time by, and shall serve at the pleasure of, the Board of
Directors.

      5.2.  Authority of the Committee.  It shall be the duty  of
the  Committee  to  administer the Plan in  accordance  with  the
Plan's  provisions.   The Committee shall  have  all  powers  and
discretion necessary or appropriate to administer the Plan and to
control  its operation, including, but not limited to, the  power
to  (a)  determine  which Employees shall be granted  Options  or
Restricted Stock; (b) prescribe the terms and conditions  of  the
Restricted  Stock or Options (other than the Options  granted  to
Nonemployee Directors); (c) interpret the Plan and the Restricted
Stock  and  Options;  (d)  adopt rules  for  the  administration,
interpretation  and  application of the Plan  as  are  consistent
therewith; and (e) interpret, amend or revoke any such rules.

      5.3.  Delegation by the Committee.  The Committee,  in  its
sole  discretion  and  on such terms and  conditions  as  it  may
provide, may delegate all or any part of its authority and powers
under  the  Plan  to  one or more Directors or  officers  of  the
Company.

      5.4.  Nonemployee  Director  Grants.   Notwithstanding  any
contrary  provision  of this Section 5, the  Board  of  Directors
shall   administer  Options  or  Restricted  Stock   granted   to
Nonemployee  Directors under the Plan, and  the  Committee  shall
exercise no discretion with respect to such Options or Restricted
Stock.   In the Board of Directors' administration of Options  or
Restricted Stock granted to Nonemployee Directors, the  Board  of
Directors   shall  have  all  of  the  authority  and  discretion
otherwise   granted  to  the  Committee  with  respect   to   the
administration of the Plan.

      5.5.  Decisions Binding.  All determinations and  decisions
made  by  the Committee, the Board of Directors, and any delegate
of  the Committee pursuant to the provisions of the Plan shall be
final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law.

     Section 6.     Terms and Conditions of Options.

      6.1. ISOs.     The terms and conditions of each ISO granted
under  the Plan shall be specified by the Committee and shall  be
set  forth in a written ISO Agreement between the Company and the
Participant  in  such form as the Committee shall  approve.   The
terms  and  conditions of each ISO shall be such  that  each  ISO
issued  hereunder  shall constitute and shall be  treated  as  an
"incentive stock option" as defined in Section 422 of  the  Code.
The terms and conditions of any ISO granted hereunder need not be
identical to those of any other ISO granted hereunder.

          The terms and conditions of each ISO Agreement shall
include the following:


     (a)  The Option price shall be fixed by the Committee but shall
in no event be less than 100% (or 110% in the case of an Employee
referred to in Section 4.3(b) hereof) of the Fair Market Value of
the shares of Common Stock subject to the ISO on the date the ISO
is granted.

      (b)   ISOs,  by  their  terms, shall not  be  transferable,
pledgeable   or  otherwise  encumberable  (whether   voluntarily,
involuntarily  or  by operation of law) by a  Participant  (other
than by will or the laws of descent and distribution) and may  be
exercised  during a Participant's lifetime only by a  Participant
and   not   by  any  transferee,  pledgee,  lienholder,  trustee,
receiver,  conservator or other fiduciary, custodian or successor
to  a  Participant  or  of a Participant's  assets  and  property
(including any Trustee in Bankruptcy or Assignee for the  Benefit
of Creditors).

      (c)   The Committee shall fix the term of all ISOs  granted
pursuant to the Plan (including the date on which such ISO  shall
expire and terminate), provided, however, that such term shall in
no  event  exceed ten years from the date on which  such  ISO  is
granted  (or,  in  the  case of an ISO  granted  to  an  Employee
referred to in Section 4.3(b) hereof, such term shall in no event
exceed  five  (5)  years  from the date  on  which  such  ISO  is
granted).   Each  ISO  shall be exercisable  in  such  amount  or
amounts, under such conditions and at such times or intervals  or
in  such  installments as shall be determined  by  the  Board  of
Directors (or the Committee) in its sole discretion.

      (d)   In the event that the Company is required to withhold
any  Federal, state, local or employment taxes in respect of  any
compensation income realized by the Participant as  a  result  of
any  "disqualifying disposition" of any shares  of  Common  Stock
acquired  upon exercise of an ISO granted hereunder, the  Company
shall deduct from any payments of any kind otherwise due to  such
Participant the aggregate amount of such Federal, state, local or
employment taxes required to be withheld or, if such payments are
insufficient to satisfy such Federal, state, local or  employment
taxes,  such Participant will be required to pay to the  Company,
or  make other arrangements satisfactory to the Company regarding
payment  to  the  Company, of the aggregate amount  of  any  such
taxes.  A Participant may use issued and outstanding Common Stock
for  the payment of taxes.  All matters with respect to the total
amount   of  taxes  to  be  withheld  in  respect  to  any   such
compensation income shall be determined by the Board of Directors
in its sole discretion.

      (e)  In the sole discretion of the Committee, the terms and
conditions  of  any  ISO may (but need not) include  any  of  the
following provisions:

           (i)   In  the  event a Participant shall cease  to  be
     employed  by  the Company or a Parent or Subsidiary  of  the
     Company on a full-time basis for any reason other than as  a
     result  of his death or Disability, the unexercised  portion
     of  any  ISO  held  by such Participant at that  time  shall
     expire.

           (ii)  In  the event a Participant shall  cease  to  be
     employed by the Company or any Parent or Subsidiary  of  the
     Company  on  a full-time basis by reason of his  Disability,
     the  unexercised portion of any ISO held by such Participant
     at that time may only be exercised within one year after the
     date on which the Participant ceased to be so employed,  and
     only to the extent that the Participant could have otherwise
     exercised such ISO as of the date on which he ceased  to  be
     so  employed; but in no event may such exercise occur  after
     the  date  upon  which  the term  of  such  ISO  would  have
     otherwise expired.

           (iii)     In the event a Participant shall die while a
     full-time  Employee of the Company or a Parent or Subsidiary
     of  the Company, the unexercised portion of any ISO held  by
     such  Participant  at  the time of his  death  may  only  be
     exercised  within  six (6) months after  the  date  of  such
     Participant's  death,  and  only  to  the  extent  that  the
     Participant could have otherwise exercised such ISO  at  the
     time  of his death; but in no event may such exercise  occur
     after  the  date  upon which such ISO would  have  otherwise
     expired.   In such event, such ISO may be exercised  by  the
     legal  representative of the Participant's estate or by  any
     person  or  persons who shall have acquired such  Option  by
     bequest or inheritance.

      6.2.  Non-Qualified Options.  The terms and  conditions  of
each  Non-Qualified  Option  granted  under  the  Plan  shall  be
specified by the Committee, in its sole discretion, and shall  be
set forth in a written Non-Qualified Option Agreement between the
Company  and the Participant in such form as the Committee  shall
approve.   The terms and conditions of each Non-Qualified  Option
will  be  such  that each Non-Qualified Option  issued  hereunder
shall  not  constitute  nor be treated  as  an  "incentive  stock
option" as defined in Section 422 of the Code and will be a "non-
qualified  stock  option" for federal income tax  purposes.   The
terms   and  conditions  of  any  Non-Qualified  Option   granted
hereunder  need  not be identical to those of  any  other  Option
granted hereunder.

      The  terms  and  conditions  of each  Non-Qualified  Option
Agreement shall include the following:

      (a)   The  Option (exercise) price shall be  fixed  by  the
Committee and may be equal to, more than or less than 100% of the
Fair  Market Value of the shares of Common Stock subject  to  the
Non-Qualified  Option  on the date such Non-Qualified  Option  is
granted.

      (b)   The Committee shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including the date on which
such Non-Qualified Option shall expire and terminate).  Such term
may,  but need not, be more than ten (10) years from the date  on
which such Non-Qualified Options are granted.  Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such
conditions,  and  at  such  times  or  intervals   or   in   such
installments as shall be determined by the Committee in its  sole
discretion.

       (c)   Non-Qualified  Options  shall  not  be  transferable
otherwise  than by will or the laws of descent and  distribution,
and  during a Participant's lifetime a Non-Qualified Option shall
be exercisable only by the Participant.

      (d)   In the event that the Company is required to withhold
any  Federal, state, local or employment taxes in respect of  any
compensation income realized by the Participant in respect  of  a
Non-Qualified  Option  granted hereunder or  in  respect  of  any
shares  of Common Stock acquired upon exercise of a Non-Qualified
Option,  the Company shall deduct from any payments of  any  kind
otherwise  due to such Participant the aggregate amount  of  such
Federal,  state,  local or employment taxes  required  to  be  so
withheld  or, if such payments are due or to become due  to  such
Participant, then, such Participant will be required  to  pay  to
the  Company,  or  make other arrangements  satisfactory  to  the
Company regarding payment to the Company of, the aggregate amount
of  any such taxes.  All matters with respect to the total amount
of  taxes  to  be  withheld in respect of any  such  compensation
income  shall  be  determined  by  the  Committee  in  its   sole
discretion.

      (e)  In the sole discretion of the Committee, the terms and
conditions of any Non-Qualified Option may (but need not) include
any of the following provisions:

           (i)   In  the  event a Participant shall cease  to  be
     employed  by  the Company or a Parent or Subsidiary  of  the
     Company on a full-time basis for any reason other than as  a
     result  of his death or Disability, the unexercised  portion
     of any Non-Qualified Option held by such Participant at that
     time shall expire.

           (ii)  In  the event a Participant shall  cease  to  be
     employed by the Company or any Parent or Subsidiary  of  the
     Company  on  a full-time basis by reason of his  Disability,
     the unexercised portion of any Non-Qualified Option held  by
     such  Participant at that time may only be exercised  within
     one  (1) year after the date on which the Participant ceased
     to  be  so  employed,  and  only  to  the  extent  that  the
     Participant  could  have  otherwise  exercised   such   Non-
     Qualified Option as of the date on which he ceased to be  so
     employed; but in no event may such exercise occur after  the
     date  upon which the term of such Non-Qualified Option would
     have otherwise expired.

           (iii)     In the event a Participant shall die while a
     full-time  employee of the Company or a Parent or Subsidiary
     of the Company, the unexercised portion of any Non-Qualified
     Option held by such Participant at the time of his death may
     only  be  exercised within six (6) months after the date  of
     such  Participant's death, and only to the extent  that  the
     Participant  could  have  otherwise  exercised   such   Non-
     Qualified Option at the time of his death; but in  no  event
     may  such exercise occur after the date upon which such Non-
     Qualified  Option  would have otherwise  expired.   In  such
     event,  such  Non-Qualified Option may be exercised  by  the
     legal  representative of the Participant's estate or by  any
     person  or  persons who shall have acquired such  Option  by
     bequest or inheritance.

      6.3.  Other  Terms.   Each ISO Agreement and  Non-Qualified
Option  Agreement  may include any additional provisions  as  the
Committee in its sole discretion may determine as appropriate and
necessary.

     Section 7.     Terms and Conditions for Awards of Restricted
Stock.

     (a)   Awards  under the Plan may be granted in the  form  of
Restricted Stock.

     (b)  Each award of Restricted Stock under the Plan shall be
evidenced by a Restricted Stock Agreement between the Participant
and the Company.  Such award shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other
terms and conditions that are not inconsistent with the Plan and
that the Committee deems appropriate for inclusion in a
Restricted Stock Agreement.  The provisions of the various
Restricted Stock Agreements entered into under the Plan need not
be identical.

      (c)  Restricted Stock may be issued with or without cash
consideration under the Plan.

      (d)  Each Award of Restricted Stock shall become vested, in full
or in installments, upon satisfaction of the conditions specified
in the Restricted Stock Agreement.  A Restricted Stock Agreement
may provide for accelerated vesting in the event of the
Participant's death, Disability or retirement or other events.

      (e)  Except as mandated for required tax withholding, or in a
Restricted Stock Agreement, or as required by applicable law, a
Restricted Stock granted under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made
subject to any creditor's process, whether voluntarily,
involuntarily or by operation of law.  Any act in violation of
this Section 7(e) shall be void.  However, this Section 7(e)
shall not preclude a Participant from designating a beneficiary
who will receive any outstanding Restricted Stock in the event of
the Participant's death, nor shall it preclude a transfer of
Restricted Stock by will or by the laws of descent and
distribution.

       (f)  Trusts.  Neither this Section 7 nor any other provision of
the Plan shall preclude a Participant from transferring or
assigning Restricted Stock to (a) the trustee of a trust that is
revocable by such Participant alone, both at the time of the
transfer or assignment and at all times thereafter prior to such
Participant's death, or (b) the trustee of any other trust to the
extent approved in advance by the Committee in writing.  A
transfer or assignment of Restricted Stock from such trustee to
any person other than such Participant shall be permitted only to
the extent approved in advance by the Committee in writing, and
Restricted Stock held by such trustee shall be subject to all of
the conditions and restrictions set forth in the Plan and in the
applicable Restricted Stock Agreement, as if such trustee were a
party to such Agreement.

       (g)  Voting and Dividend Rights.  The holders of Restricted Stock
awarded under the Plan shall have the same voting, dividend and
other rights as the Company's other stockholders.  A Restricted
Stock Agreement, however, may require that the holders of
Restricted Stock invest any cash dividends received in additional
Restricted Stock.  Such additional Restricted Stock shall be
subject to the same conditions and restrictions as the Award with
respect to which the dividends were paid.  Such additional
Restricted Stock shall not reduce the number of Shares available
under Section 4.

     Section 8.     Adjustments.

     (a)  In the event that after the adoption of the Plan by the
Board  of  Directors,  the outstanding shares  of  the  Company's
Common  Stock shall be 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 (i)  the
number of shares of Common Stock (and the Option price per share)
subject to the unexercised portion of any outstanding Option  (to
the  nearest  possible full share) or to a  grant  of  Restricted
Stock, provided, however, that the limitations of Section 424  of
the  Code  shall apply with respect to adjustments made to  ISOs;
and  (ii) the number of shares of Common Stock for which  Options
or  Restricted Stock may be granted under this Plan, as set forth
in  Section  4.1 hereof, and such adjustments shall be  effective
and binding for all purposes of this Plan.

      (b)  Notwithstanding the foregoing, in the event of (i) any
offer to holders of the Company's Common Stock generally relating
to the acquisition of their shares, including without limitation,
through  purchases, merger or otherwise; or (ii) any  transaction
generally relating to the acquisition of substantially all of the
assets  or  business of the Company, the Board of  Directors  may
make  such  adjustment  as  it  deems  equitable  in  respect  of
outstanding  Options  or  Restricted  Stock  including,   without
limitation,  the  revision  or cancellation  of  any  outstanding
Options or Restricted Stock.  Any such determination by the Board
of  Directors shall be effective and binding for all purposes  of
this Plan.

       Section   9.       Effect  of  the  Plan   on   Employment
Relationship.

     Neither this Plan nor any Option or Restricted Stock granted
hereunder to a Participant shall be construed as conferring  upon
such  Participant  any right to continue in  the  employ  of  the
Company  or the service of the Company or any Subsidiary  as  the
case may be, or limit in any respect the right of the Company  or
any  Subsidiary  to  terminate such Participant's  employment  or
other  relationship  with the Company or any Subsidiary,  as  the
case may be, at any time.

      Section  10.     Amendment  of  the  Plan.   The  Board  of
Directors  may  amend  the Plan from time to  time  as  it  deems
desirable; provided, however, that, without the approval  of  the
holders  of  a majority of the outstanding stock of  the  Company
entitled to vote thereon at a meeting, the Board of Directors may
not  amend the Plan (i) to increase (except for increases due  to
adjustments  in accordance with Section 8 hereof)  the  aggregate
number  of shares of Common Stock for which Options or Restricted
Stock  may  be  granted hereunder; (ii) to decrease  the  minimum
exercise price specified by the Plan in respect of ISOs; or (iii)
to  change the class of Employees eligible to receive ISOs  under
the Plan.

      Section  11.     Termination of the Plan.    The  Board  of
Directors  may terminate the Plan at any time.  Unless  the  Plan
shall theretofore have been terminated by the Board of Directors,
the  Plan  shall terminate ten (10) years after the date  of  its
initial  adoption  by  the  Board of Directors.   No  Options  or
Restricted  Stock may be granted hereunder after  termination  of
the  Plan.   The termination or amendment of the Plan  shall  not
alter  or  impair any rights or obligations under any  Restricted
Stock or Option theretofore granted under the Plan.

      Section  12.    Effective Date of the Plan.  This Plan  was
originally effective as of September 28, 1998, the date on  which
the  Plan  was adopted by the Board of Directors of the  Company.
The  original version of this Plan was approved by the  Company's
stockholders at the Company's annual meeting in 1998.


     IN  WITNESS WHEREOF, the Company has caused this Plan to  be
signed  by  its  duly authorized officer as of the  15th  day  of
December, 2005.


                              FINANCIAL FEDERAL CORPORATION


                              By:  /s/ Paul R. Sinsheimer
                                   Paul R. Sinsheimer
                                   Chief Executive Officer and
                                   President
</TEXT>
</DOCUMENT>
