[FORM OF FACE OF GLOBAL SECURITY]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE

ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY

PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST

COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S

NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL

SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN

ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE

TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



     THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE

SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT

AS SET FORTH IN THE FOLLOWING SENTENCE, BY ACQUISITION

HEREOF, THE HOLDER:



  (1)    REPRESENTS THAT IT IS A "QUALIFIED

     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A

     UNDER THE SECURITIES ACT OF 1933;



  (2)    AGREES THAT IT WILL NOT, PRIOR TO THE DATE

     (THE "RESALE RESTRICTION TERMINATION DATE") THAT

     IS TWO YEARS AFTER THE LATER OF THE LAST DAY OF

     THE ORIGINAL ISSUE DATE OF THE 2.0% CONVERTIBLE

     SENIOR DEBENTURES AND THE LAST DATE ON WHICH THE

     COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE

     OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF

     SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE

     SECURITY EVIDENCED HEREBY OR THE COMMON STOCK

     ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT

     (A) TO FINANCIAL FEDERAL CORPORATION OR ANY

     SUBSIDIARY THEREOF, (B) TO A QUALIFIED

     INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A

     UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO

     ANY OTHER EXEMPTION FROM THE REGISTRATION

     REQUIREMENTS OF THE SECURITIES ACT OF 1933,

     INCLUDING RULE 144 UNDER THE SECURITIES ACT OF

     1933 (IF AVAILABLE), OR (D) PURSUANT TO A

     REGISTRATION STATEMENT THAT HAS BEEN DECLARED

     EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND

     WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF

     SUCH TRANSFER; AND



  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO

     WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED

     (OTHER THAN A TRANSFER PURSUANT TO RULE 144 OR

     CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE

     EFFECT OF THIS LEGEND.



     The foregoing legend may be removed from this

Security upon the earlier of the Resale Restriction

Termination Date or the transfer of the Securities

pursuant to Rule 144 or clause 2(D) above.



     FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS

SECURITY IS BEING ISSUED WITH TAX ORIGINAL ISSUE

DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS APRIL

12, 2004. IN ADDITION, THIS SECURITY IS SUBJECT TO THE

UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING

CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF

SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE

CODE, THE COMPARABLE YIELD OF THIS SECURITY IS 7.375%,

COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE

YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX

PURPOSES).



     THE COMPANY AGREES, AND BY ACCEPTING A BENEFICIAL

OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY

BENEFICIAL OWNER OF THIS SECURITY WILL BE DEEMED TO

HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX

PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT

INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-

4, OR ANY SUCCESSOR PROVISION (THE "CONTINGENT PAYMENT

REGULATIONS"), AND (2) TO BE BOUND BY THE COMPANY'S

DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED

PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT

PAYMENT REGULATIONS. THE COMPANY AGREES TO PROVIDE

PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN

REQUEST, THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE

DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE

YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN

REQUEST SHOULD BE SENT TO THE COMPANY AT THE FOLLOWING

ADDRESS: FINANCIAL FEDERAL CORPORATION, 733 THIRD

AVENUE, NEW YORK, NEW YORK 10017, ATTENTION: INVESTOR

RELATIONS.



     Pursuant to Section 2.14 of the Indenture, the

foregoing legend is required for United States federal

income tax purposes.



             FINANCIAL FEDERAL CORPORATION



       2% Convertible Senior Debentures Due 2034



REGISTERED

CUSIP: 317492 AE 6

ISSUE DATE: April 12, 2004    Principal Amount: $175,000,000

No. R-1





     FINANCIAL FEDERAL CORPORAITON, a Nevada

corporation, promises to pay to Cede & Co. or

registered assigns, the principal amount of One Hundred

Seventy-Five Million Dollars, on April 15, 2034.



     Interest Rate: 2% per year.



     Interest Payment Dates: April 15 and October 15 of

each year, commencing October 15, 2004.



     Interest Record Date: April 1 and October 1 of

each year.



     Reference is hereby made to the further provisions

of this Security set forth on the reverse side of this

Security, which further provisions shall for all

purposes have the same effect as if set forth at this

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