FINANCIAL FEDERAL CORPORATION
2001 MANAGEMENT INCENTIVE PLAN
AMENDMENT TO RESTRICTED STOCK AGREEMENTS
AND TO REQUESTS TO CONVERT AND IRREVOCABLY DEFER RECEIPT OF
VESTED
RESTRICTED STOCK
This Amendment, is made and
entered into as of the 9th day of
December, 2008, by and between Financial
Federal Corporation (the
"Company") and Paul R. Sinsheimer (the "Participant")
(together, the
"Parties").
W I T N E S S E T H:
WHEREAS, the Parties
previously entered into Restricted Stock
Agreements, dated March 1, 2002 and October 4,
2004 (together, the
"Agreements"), which granted shares
of restricted stock to the
Participant under the Financial Federal
Corporation 2001 Management
Incentive Plan;
WHEREAS, the Parties
previously entered into two Requests to
Convert and Irrevocably Defer Receipt of Vested Restricted
Stock, each
of which were dated February 26, 2003
(together, the "Requests to
Defer");
WHEREAS, the Requests
to Defer apply to certain
shares of
restricted stock granted to the Participant
pursuant to Restricted
Stock Agreements, dated February 27, 2001 and
March 1, 2002, which
continue to remain in effect and govern
the terms and conditions
applicable to the Requests to Defer;
WHEREAS, for purposes of bringing
the Agreements into compliance
with the plan document requirements of Section 409A
of the Internal
Revenue Code of 1986, as amended (the
"Code"), the Parties have
prepared this Amendment which must be adopted on or before December
31,
2008;
WHEREAS, the Parties have
prepared this protective Amendment to
the Requests to Defer for purposes of Section 409A of the
Code, which
must be adopted on or before December 31, 2008; and
WHEREAS, pursuant to the terms of the
Agreements that require any
amendments thereto to be signed by the Part
