The FINOVA Group Inc.

                            1992 STOCK INCENTIVE PLAN
                           (INCLUDING 1997 AMENDMENTS)

                    Section 1.        Purpose.

                         A.       Purpose.  Through  this Plan,  FINOVA seeks to
The Plan helps                    attract,   retain   and   motivate   officers,
align the interest                employees and directors. The Plan's incentives
of our                            helps   align   their    efforts    with   the
executives and                    profitability  of the Company and increases in
shareholders.                     shareholder value.

                         B.       Defined Terms.  Section 11 contains a Glossary
                                  of many defined  terms used in this Plan.  The
                                  Plan defines other terms  in the  text as they
                                  appear.

                    Section 2.        Administration of the Plan.

                         A.       Committee.  The Human  Resources  Committee of
                                  the Board or any other committee designated by
                                  the Board (the  "Committee")  will  administer
                                  the Plan,  unless otherwise  determined by the
                                  Board. The Committee must contain at least two
                                  Outside   Directors.   Unless  the   Committee
                                  contains  only  Outside  Directors,   it  will
                                  appoint a subcommittee to act on all Awards to
                                  Section  16  Officers,   except  as  otherwise
                                  permitted by Section  162(m).  Each  Committee
                                  member serves at the pleasure of the Board. If
                                  no Committee is  appointed to  administer  the
                                  Plan, the Board will act in its place.

The Committee            B.       Powers.  The  Committee may grant Awards under
has broad                         the Plan to officers,  employees and directors
powers to                         of the Company and its Affiliates. Among other
administer the                    things,  and subject to the terms of the Plan,
plan.                             the   Committee  may  determine  in  its  sole
                                  discretion:

                                  1.  The  officers,  employees and directors to
                                      receive    Awards,    except   Awards   to
                                      Non-Employee Directors can only be made as
                                      permitted by Section 7;

                                  2.  The  timing   and  form  of  each   Award,
                                      including    Options    (ISOs   or   NQs),
                                      Restricted Stock (including  PBRS),  Stock
                                      Appreciation  Rights,  or any  combination
                                      thereof;

                                  3.  The number of Shares underlying an Award;

                                  4.  The  terms  of any  Award,  including  any
                                      exercise   price,    vesting   restriction
                                      (including    vesting    or    lapse    of
                                      restrictions in installments), forfeiture,
                                      expiration   date,   or   conditions   for
                                      exercise;

                                  5.  Any performance  goals or conditions to be
                                      satisfied  in  connection  with an  Award,
                                      including  goals based on the  performance
                                      of   the   individual,   Company   or  any
                                      Affiliate, division or department;

                                  6.  Whether and how to adjust the terms of any
                                      Award  at any  time,  in whole or in part,
                                      including   accelerating  the  vesting  or
                                      exercisability,  changing  the  number  of
                                      Shares subject to the Award,  changing the
                                      performance goals or measurements for
<PAGE>
                                      performance-based  Awards,  or  waiving or
                                      relaxing any term;

                                  7.  Whether and how to defer  Shares and other
                                      amounts payable on an Award;

                                  8.  Whether  and how amounts due for any Award
                                      may  be   settled   in  cash,   Shares  or
                                      otherwise;

                                  9.  Whether   and   how   an   Award   may  be
                                      transferred  to other persons or entities,
                                      before or after vesting; the Committee may
                                      permit  transfer of outstanding as well as
                                      future Awards; and

                                  10. Whether and how to cash out all or part of
                                      an  Award  or  its  underlying  Shares  by
                                      paying the holder the difference,  in cash
                                      or Stock,  between the Fair  Market  Value
                                      over the  exercise  price times the number
                                      of Shares to be cashed out.

                         B.       Agreements/Notice  of Awards.  Awards  will be
                                  evidenced by written agreements, the terms and
                                  provisions  of which may  differ.  The Company
                                  will deliver a copy of the agreement  promptly
                                  following the grant.  The Company may sign the
                                  agreements by facsimile signature.

                         C.       Administration of the Plan. The Committee will
                                  supervise the  administration  of the Plan. It
                                  may  adopt,  alter and  repeal  administrative
                                  rules,  guidelines and practices for the Plan.
                                  It may interpret the Plan and the terms of any
                                  Award and related agreement.

                         D.       Committee Action/Delegation. The Committee may
                                  act  only by  a  majority  of its then-current
The Committee                     members, except it may: (1) delegate to one or
may delegate                      more officers of the Company or its Affiliates
certain matters.                  the  authority  to  make  decisions  permitted
                                  under  the Plan and by law,  (2)  authorize  a
                                  subcommittee to act in its place if consistent
                                  with the Plan and law, and (3)  authorize  one
                                  or  more of its  members  or  officers  of the
                                  Company  or  any   Affiliate  to  execute  and
                                  deliver  documents on behalf of the  Committee
                                  or any subcommittee.  The Committee,  however,
                                  can not  delegate  to any  officer  under  (1)
                                  above decisions under the Plan with respect to
                                  Section 16  Officers.  Any other  reference in
                                  this Plan to the  Committee  will not preclude
                                  any  delegated  authority  permitted  by  this
                                  section.

                         E.       Discretion  to Act. The  Committee and persons
                                  with delegated authority may act in their sole
                                  discretion  when  granting  an  Award  or,  if
                                  permitted  by the Plan,  after the grant.  All
                                  decisions  made  by  the  Committee  or  under
                                  delegated  authority  will be  binding  on all
                                  persons,   including   the  Company  and  Plan
                                  participants.

                    Section 3.        Stock Subject to Plan.

                         A.       General   Authorization.    For   Plan   years
The number of                     beginning  on or after  January 1,  1997,  the
initial authorized                Committee  may  continue  to grant  Awards for
shares in a year                  Shares  in  each  calendar   year   (including
generally                         partial  years)   totaling  two  and  one-half
remains the                       percent  (2.5%)  of the  Common  Stock  of the
same as the                       Company  outstanding  as of the  first  day of
former plan.                      that year,  subject to  adjustment as provided
                                  in the Plan. Any available  Shares not granted
                                  in a year  will be  available  for  grant in a
                                  future  
                                      -2-
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                                  year,  but only if those Shares are Awarded to
                                  new   officers,   employees  or  directors  in
                                  connection   with  the  merger   with  or  the
                                  acquisition  of all or  substantially  all the
                                  stock or  assets  of  another  corporation  or
                                  other entity by the Company or its Affiliates.
                                  The Committee  may award up to 250,000  shares
                                  of  Preferred   Stock  under  the  Plan.   The
                                  Committee  may  issue  Shares  authorized  and
                                  unissued   Shares  or  "treasury   Shares"  to
                                  satisfy any Award.

                         B.       Limitations. Subject to adjustment as provided
                                  in the Plan, the Committee may award a maximum
                                  of   2,500,000   shares  of  Common  Stock  as
                                  Incentive  Stock  Options over the life of the
                                  Plan, and it may grant Awards for a maximum of
                                  500,000  Shares to any one  participant in any
                                  calendar year. Canceled and replacement Awards
                                  for a  participant  will  count  against  that
                                  individual award limitation.


                         C.       Adjustment  in Amount.  The  Shares  available
                                  under the Plan will be increased by the number
                                  of Shares  (1) of  Restricted  Stock  that are
                                  forfeited,   (2)  underlying  an  Option  (and
                                  related SAR, if any) that  terminates  for any
                                  reason   without  being   exercised,   or  (3)
                                  underlying a Stock  Appreciation Right that is
                                  exercised for cash.

                         D.       Change in Corporate  Structure.  The Committee
                                  or  Board  may  adjust  or  substitute  in its
                                  discretion  the Shares  reserved  for issuance
                                  under the Plan,  the number and exercise price
                                  of any  outstanding  Options and SARs, and the
                                  number of Shares  subject  to other  Awards in
                                  the event of any change in corporate structure
                                  of the  Company.  Those  changes  include  any
                                  merger,     reorganization,     consolidation,
                                  recapitalization, stock dividend, stock split,
                                  or  extraordinary  distribution  regarding the
                                  Stock.  The  number  of Shares  subject  to an
                                  Award, however, must always be a whole number.

                    Section 4.        Options.

                         A.       Date of Grant.  The grant of an Option  occurs
                                  on the day the Committee selects the person to
                                  participate  in  the  grant,   determines  the
                                  number of Shares  subject to the  Option,  and
                                  specifies the terms of the Option.

Options are              B.       ISOs  and  NQs.   The   Committee   may  award
NQ's unless                       Incentive  Stock  Options only to employees of
designated as                     the Company and its subsidiaries (as permitted
ISO's.                            by Section  422).  The Option  agreement  must
                                  note whether the Option is an ISO or NQ. If an
                                  Option is not designated as an ISO, or even if
                                  so captioned it does not qualify as an ISO, it
                                  will be a Non-Qualified  Stock Option. No term
                                  of the Plan  relating  to an  Incentive  Stock
                                  Option can be interpreted, amended or altered,
                                  nor can any  discretion  or authority  granted
                                  under   the  Plan  be   exercised   so  as  to
                                  disqualify  the  Plan  under  Section  422 or,
                                  without  the  written  consent  of the  option
                                  holder,  to  disqualify  his or her ISOs under
                                  that section.

                         C.       Terms.  Options are  subject to the  following
                                  terms,  and such additional  terms selected by
                                  the Committee:

                                  1.  Price.  The  Committee  will  state in the
                                      Option  agreement  the  Option  price  (or
                                      formula  for  determining  the  price) per
                                      Share 
                                      -3-
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                                      purchasable under that Option.  The Option
                                      price must be no less than the Fair Market
No Options are                        Value of the Stock on the date of grant.
awarded at less 
than fair market                  2.  Term.  All Options expire no later than 10
value or for                          years after the grant date.
terms over 10   
years.                            3.  Method of  Exercise.  The Plan and  Option
                                      agreement   determine   when  holders  may
                                      exercise all or part of their options. The
                                      holder  must  give  the  Company   written
                                      notice  stating the number of Shares to be
                                      purchased  under the  Option.  The  holder
                                      must pay the full  purchase  price for the
                                      Shares  purchased at the time of exercise.
                                      The Company may  determine  the  permitted
                                      forms of notice and  payment.  The Company
                                      will  not  issue  any  Shares  until  full
                                      payment has been made.
Full payment is
due on Option                     4.  Use of Stock for  Payment.  If approved by
exercise.                             the Committee, holders may pay for Options
                                      with payment in full or unrestricted Stock
                                      already  owned by the  holder  of the same
                                      class as the Stock  subject to the Option.
                                      The Committee may permit payment for an NQ
                                      with  Restricted  Stock of the same class,
                                      based  on the  Fair  Market  Value  of the
                                      Stock on the exercise  date. In that case,
                                      Shares  issued  under the Option  equal to
                                      the number of Restricted  Shares used will
                                      become  Restricted  Shares  with  the same
                                      terms   as  the   surrendered   Restricted
                                      Shares,  unless the  Committee  determines
                                      otherwise.
The Committee 
may permit                        5.  Transferability/Restrictions  on Transfer.
transfer of                           Holders may not transfer options except as
Awards.                               permitted by the Committee or this Plan. A
                                      holder may transfer  Options by will,  the
                                      laws of descent and distribution, or under
                                      a domestic  relations order (as defined by
                                      the Code or by  ERISA)  (collectively,  by
                                      "Will").  Except as noted above, all Stock
                                      Options   are   exercisable   during   the
                                      optionee's  lifetime  only by the optionee
                                      or   his   or  her   guardian   or   legal
                                      representative.  In those events, the term
                                      "holder,"  "optionee,"  and  "participant"
                                      include    the    guardian    and    legal
                                      representative  of the  optionee  and  any
                                      person  or entity  receiving  an option by
                                      Will or permitted transfer.  The Committee
                                      cannot permit  transfer of ISOs other than
                                      by Will,  unless  the  transfer  would not
                                      terminate ISO status.
Employees may   
generally                         6.  Termination    of    Employment.     After
exercise options                      Termination  of  Employment,  participants
after they leave                      may exercise  Options,  to the extent then
FINOVA within                         exercisable   or  as  accelerated  by  the
the following                         Committee, during the periods noted below,
periods:                              unless   otherwise    permitted   by   the
                                      Committee or the Option  Agreement.  In no
                                      event,   however,   will  the   Option  be
                                      exercisable   after   expiration   of  the
                                      original  Option  term.  An ISO  exercised
Death - 1 year                        after  the  exercise periods  permitted by
Disability - 3                        the Code will be treated as an NQ.
years          
Retirement - 3                        (a) Death.  One  year  from  the  date  of
years                                     death.  If  the  optionee  dies  after
Termination                               Termination  of Employment  during the
for Cause-                                periods    referenced     in   Section
Options expire                            4.C.6(b),   that    period   will   be
Other reasons -                           extended  to the extent  necessary  to
3 months                                  permit  exercise  within one year from
                                          the date of death.

                                      -4-
<PAGE>
                                      (b) Disability or Retirement.  Three years
                                          from the Termination of Employment due
                                          to Disability or Retirement.

                                      (c) Terminations  for  Cause.  The  Option
                                          will   terminate   and   will  not  be
                                          exercisable.    "Cause"    means   (i)
                                          conviction    of   a   felony,    (ii)
                                          dishonesty   in    fulfilling    one's
                                          employment duties or (iii) willful and
                                          deliberate  failure to  perform  those
                                          duties in any material respect.

                                      (d) Terminations  Not  for  Cause,  Death,
                                          Disability or Retirement. Three months
                                          from the Termination of Employment.


                                  7.   Cash Out for  Change in  Control.  During
                                       the  first  60  days  after a  Change  in
                                       Control  (the  "Exercise   Period"),   an
                                       optionee may elect,  by written notice to
                                       the  Company,  to be  paid  in  cash  the
                                       Spread for each Share  underlying  his or
                                       her outstanding Options, even if not then
                                       exercisable,  in lieu of  payment  of the
                                       exercise  price  for  the  Options.   The
                                       payment  will be made  within  30 days of
                                       that   notice.   The  rights  under  this
                                       Section   4.C.7   supersede   all   other
                                       provisions  of the  Plan,  but  will  not
                                       exist if the Committee states that at the
                                       time of the grant.  The  "Spread"  is the
                                       amount the  Change in  Control  Price per
                                       Share on the date of election exceeds the
                                       exercise  price  per  Share.  Section  16
                                       Officers   may  not  make  the   election
                                       provided  for  by  this   paragraph   for
                                       Options  granted  within  6  months  of a
                                       Change  in  Control.  In that  case,  the
                                       Options will automatically be canceled in
                                       exchange for a cash payment  equal to the
                                       Spread multiplied by the number of Shares
                                       underlying the Options. That payment will
                                       be made on the day that is 6 months and 1
                                       day after the grant of the Options.


                                  8.   Rights as a Shareholder. The holder of an
                                       Option  will  have  all the  rights  of a
                                       shareholder of the Company for that class
                                       or   series  of  Stock   (including,   if
                                       applicable,   the   right   to  vote  the
                                       securities   and  the  right  to  receive
                                       dividends)  when the holder gives written
                                       notice of  exercise,  pays for the Shares
                                       and,    if    requested,     gives    the
                                       representation described in Section 10.A.


                    Section 5.        Stock Appreciation Rights.

                         A.       Grant and  Exercise.  The  Committee may grant
                                  Stock Appreciation  Rights with all or part of
                                  any Option Award, either at or after the grant
                                  (at the time of grant only for ISOs).  A Stock
                                  Appreciation  Right will  terminate and not be
                                  exercisable on the  termination or exercise of
                                  the  related   Option,   and  vice  versa.  To
                                  exercise an SAR, the holder must surrender the
                                  applicable  part  of the  related  Option  and
                                  comply  with  procedures  established  by  the
                                  Committee.

                         B.       Terms. Stock  Appreciation  Rights are subject
                                  to the  following  terms,  and
                                      -5-
<PAGE>
                                  any   additional   terms   selected   by   the
                                  Committee:
Exercise of an 
SAR cancels                       1.   Same as  Options.  SARs  are  exercisable
the underlying                         only at the times and to the  extent  the
Option and vice                        related Options are exercisable.
versa.         
                                  2.   Payment  for SARs.  Upon  exercise  of an
                                       SAR,  an optionee  the  Company  will pay
                                       cash,  Shares or both equal to the amount
                                       the  Fair  Market  Value  of  each  Share
                                       exceeds  the Option  price of the related
                                       Option,   multiplied  by  the  number  of
                                       Shares  for which  the SAR is  exercised.
                                       The Committee  will determine the form of
                                       payment.

                                  3.   Transferability   of  SARs.  Holders  may
                                       transfer   SARs   only   to  the   extent
                                       permitted for the underlying Option.

                                  4.   Cash  Out  for  Change  in  Control.  The
                                       provisions of Section 4.C.7 also apply to
                                       SARs.

                    Section 6.        Restricted Stock.
PBRS Awards     
can base                 A.       Section 16 Officers. Unless otherwise provided
performance on                    by the Committee,  awards of Restricted  Stock
various factors.                  to  Section  16  Officers  will  only  be PBRS
                                  Awards which comply with the performance-based
                                  compensation  requirements  of Section 162(m).
                                  Unless otherwise  determined by the Committee,
                                  the performance goals for the PBRS Awards will
                                  be  based  on  the  following  factors:  total
                                  shareholder  return  (alone  or in  comparison
                                  with one or more indices),  revenues (gross or
                                  net),  earnings  per share,  expenses,  margin
                                  (gross or net),  changes in stock price, funds
                                  or asset  turnover,  market share,  net income
                                  (before  or after  taxes),  return on  assets,
                                  equity,  capital,  investment or sales (actual
                                  or pro forma),  operating margin,  net revenue
                                  growth,   or  cash  flow.  The  Committee  may
                                  decline to use any or all of those performance
                                  goals  and  it  may  apply  these  performance
                                  measures singly or in any combination.  It may
                                  also link them to  performance of the Company,
                                  its Affiliates or any division,  department or
                                  individual.  The  Committee  may  not  forgive
                                  satisfaction  of  any  performance   condition
                                  specified  for  officers  subject  to  Section
                                  162(m),  nor may it increase an Award to those
                                  officers  over  amounts  provided  for  by the
                                  initial  grant,  unless  permitted  by Section
                                  162(m).  The Committee must certify attainment
                                  of the  performance  results  if  required  by
                                  Section 162(m).


                         B.       Awards and  Certificates.  The  Committee  may
                                  determine the form Restricted  Stock may take,
                                  including book-entry  registration or issuance
                                  of one or more stock certificates.  Restricted
                                  Stock  will be  registered  in the name of the
                                  participant.   Restricted  Stock  certificates
                                  will bear an appropriate  legend  referring to
                                  the  restrictions  on that  Award.  The legend
                                  will read essentially:

                                         The transferability of this certificate
                                         and the  shares  of  stock  represented
                                         hereby   are   subject   to  the  terms
                                         (including   forfeiture)  of  the  1992
                                         Stock  Incentive  Plan and a Restricted
                                         Stock Agreement. Copies of the Plan and
                                         Agreement are on file at the offices of
                                         The FINOVA Group Inc.
                                      -6-
<PAGE>
                                  The Company's  most recent  principal  address
                                  will also be included  in the legend,  but the
                                  failure to update the  address in the event of
                                  a  change   will   have  no   effect   on  the
                                  restrictions on those Shares. The Company will
                                  hold any  certificates  evidencing  Restricted
                                  Stock  until the  restrictions  lapse,  unless
                                  otherwise  determined  by the  Committee.  The
                                  Committee may also require,  as a condition to
                                  an Award, that the participant  deliver one or
                                  more stock  powers  and, if  appropriate,  SEC
                                  Forms 144 or other applicable forms,  executed
                                  in blank, relating to the Restricted Stock.

                         C.       Terms.  Restricted  Stock  is  subject  to the
                                  following  terms and any other terms  selected
                                  by the Committee:

                                  1.   No  Transfer.  Except as permitted by the
                                       Plan,   Committee  or  Restricted   Stock
                                       agreement,   the   participant   may  not
                                       transfer,   sell,   assign,   pledge   or
                                       otherwise  encumber the Restricted  Stock
                                       during the  period  set by the  Committee
                                       beginning  on the date of the Award  (the
                                       "Restriction Period").

                                  2.   Rights  as  a   Shareholder.   Except  as
                                       provided  by  the  Plan,   Committee   or
                                       Restricted    Stock    agreement,     the
                                       participant will have all the rights of a
                                       shareholder  for the same class or series
                                       of   Stock  as  the   Restricted   Stock,
                                       including,  if  applicable,  the right to
                                       vote the Shares  and to receive  any cash
                                       dividends.  If the Committee  requires in
                                       the  Restricted  Stock   agreement,   and
                                       subject   to  Section   10.F,   (a)  cash
                                       dividends on the Restricted Stock will be
                                       automatically  deferred and reinvested in
                                       additional   Restricted  Stock,  and  (b)
                                       Stock  dividends will be paid in the form
                                       of Restricted  Stock of the same class as
                                       the dividend.

                                  3.   Forfeiture of Restricted Stock. Except as
                                       provided by this Plan,  the  Committee or
                                       the   Restricted   Stock   agreement,   a
                                       participant  will  forfeit  all Shares of
                                       Restricted   Stock   still   subject   to
                                       restriction  upon his or her  Termination
                                       of Employment.

                                  4.   Certificates    Upon    Vesting.     Upon
                                       expiration  of  the  Restriction   Period
                                       without a prior  forfeiture,  the Company
                                       will deliver unlegended  certificates for
                                       those Shares to the participant.

                    Section 7.        Non-Employee Director Awards.

                         A.       Automatic Grants.  Each Non-Employee  Director
                                  who has served on the Board continuously since
                                  the  commencement  of  his or  her  term  will
                                  receive an annual  (including  partial  years)
                                  grant of  Non-Qualified  Options  to  purchase
                                  1,500 Shares of Common  Stock.  The grant will
                                  occur  automatically  on the third Thursday of
                                  August  during  that  director's   term.  Each
                                  Non-Employee Director will also be awarded NQs
                                  to purchase
                                      -7-
<PAGE>
                                  2,000  shares of Common  Stock on joining  the
                                  Board.  The  exercise  price for those  grants
                                  will equal the Fair  Market  Value on the date
                                  of grant.

                         B.       Election for Retainer Payments. In addition to
                                  the Awards  authorized  by Section  7.A,  each
                                  Non-Employee  Director  may from  time to time
                                  elect  to  receive,  in lieu of all or part of
                                  the cash  retainer  otherwise  payable to that
                                  director,  (1)  Restricted  Stock  ("Directors
                                  Retainer  Shares")  with a Fair  Market  Value
                                  equal to the amount of the retainer payment to
                                  be  paid  on  that  date,  (2)   Non-Qualified
                                  Options to purchase  Common  Stock with a Fair
                                  Market  Value as of that payment date equal to
                                  two  and  one-half  times  the  amount  of the
                                  retainer    payment    ("Directors    Retainer
                                  Options"),  or (3) a combination of the above.
                                  The Committee may establish minimum thresholds
                                  for  election  of any  alternative  other than
                                  cash.

                         C.       Directors Retainer Shares.  Directors Retainer
                                  Shares  are  non-transferable  by the director
                                  until the day before the next  annual  meeting
                                  of the  Company's  shareholders.  Those Shares
                                  will  be  forfeited  to  the  Company  if  the
                                  director  ceases to be a Board member prior to
                                  that date except as otherwise provided by this
                                  Plan.

                         D.       Directors Retainer Options. Except as provided
                                  below,   Directors  Retainer  Options  may  be
                                  exercised  in whole or in part  commencing  on
                                  the day  before  the next  annual  meeting  of
                                  shareholders  and ending  ten years  after the
                                  date of grant.  If the director ceases to be a
                                  Board  member  before the  Directors  Retainer
                                  Option becomes exercisable, the Option becomes
                                  void,  except as  provided  by this Plan.  The
                                  exercise  price will be the Fair Market  Value
                                  of the Shares on the date of grant.

                         E.       Death, Disability or Retirement of a Director.
                                  If a  participant  ceases to be a Board member
                                  due to death,  Disability  or  Retirement as a
                                  director at the end of a term or upon a Change
                                  in Control, then any Directors Retainer Shares
                                  and    Directors    Retainer    Options   will
                                  immediately  vest and become  exercisable,  as
                                  the case may be. Any  restriction  on transfer
                                  imposed   by  this   Plan   and  any  risk  of
                                  forfeiture will cease on any of those events.

                         F.       Expiration  of  Directors   Retainer  Options.
                                  Directors    Retainer    Options    that   are
                                  exercisable but have not been exercised expire
                                  six months after the date the director  ceases
                                  to be a Board  member,  except as noted below.
                                  If the Board  membership  ceases due to death,
                                  Disability  or Retirement as a director at the
                                  end of a term or  upon a  Change  in  Control,
                                  those  Options may be exercised  for two years
                                  after termination of Board membership,  and if
                                  the director  dies within the six month or two
                                  year periods  noted above,  the Options may be
                                  exercised  at any time  within two years after
                                  the death.  Nothing in this paragraph  permits
                                  exercise  of any Options  beyond the  original
                                  ten year term.

                         G.       Allocation of Shares.  If the number of Shares
                                  available  for future grants under the Plan is
                                  not  sufficient to make all  automatic  grants
                                  required  to be made on that  date,  then  all
                                  Non-Employee  Directors entitled to a grant on
                                  that date will  share  proportionately  in the
                                  available Options.  In addition,  no elections
                                  under  Section  7.B  can  be  made  until  all
                                  automatic grants for that date have been made,
                                  and the  directors who have elected to receive
                                  all or 
                                      -8-
<PAGE>
                                  any  portion  of  their  retainer  under  that
                                  subsection will share ratably in the number of
                                  remaining available Shares.

                         H.       Other Terms.  Except as expressly  provided in
                                  this Section 7, any Award  granted  under this
                                  Section  will be  subject  to the terms of the
                                  Plan,  including those contained in Sections 4
                                  and 6, respectively.


                    Section 8.        Change in Control Provisions.

                         A.       Impact  of  Event.  Notwithstanding  any other
                                  provision in this Plan to the  contrary,  if a
                                  Change of Control occurs:

                                  1.   Options   and  SARs.   Any   unvested  or
                                       unexercisable     Options     and    SARs
                                       outstanding  as of the date of the Change
                                       in  Control   become   fully  vested  and
                                       exercisable  to the  full  extent  of the
                                       original  grant,  without  regard  to the
                                       three  month   limit  on   exercisability
                                       imposed by Section 4.C.6(c) of the Plan.

                                  2.   Restricted  Stock.  The  restrictions  on
                                       Restricted   Stock  lapse,  and  it  will
                                       become  free of all  restrictions  (other
                                       than  those  imposed  by  the  securities
                                       laws).  The  Restricted  Stock will fully
                                       vest immediately,  including full vesting
                                       of  the  maximum   number  of  Shares  or
                                       payouts   as   if   maximum   performance
                                       conditions  or goals  were  achieved,  as
                                       applicable.

                         B.       Definition of Change in Control.  For purposes
                                  of the Plan,  a "Change in Control"  means the
                                  happening of any of the following events:

                                  1.   Acquisition.   An   acquisition   by  any
                                       person,   entity  or  group  (within  the
                                       meaning of Section  13(d)(3)  or 14(d)(2)
                                       of  the  Exchange  Act  (a  "Person")  of
                                       beneficial  ownership (within the meaning
                                       of SEC  Rule  13d-3)  of 20% or  more  of
                                       either  (a) the then  outstanding  common
                                       stock (the "Outstanding Common Stock") or
                                       (b) the combined voting power of the then
                                       outstanding voting securities entitled to
                                       vote   generally   in  the   election  of
                                       directors   (the   "Outstanding    Voting
                                       Securities") of the Company.

                                       Exception. No Change of Control will have
                                       occurred for any acquisition (i) directly
                                       from the Company or any Affiliate,  other
                                       than  one  by  exercise  of a  conversion
                                       privilege  unless the  security  being so
                                       converted  was itself  acquired  directly
                                       from the  Company or  Affiliate,  (ii) by
                                       the  Company or any  Affiliate,  (iii) by
                                       any  employee  benefit  plan  or  related
                                       trust  sponsored  or  maintained  by  the
                                       Company or any Affiliate,  or (iv) by any
                                       corporation  pursuant  to  a  transaction
                                       that  complies  with clauses (a), (b) and
                                       (c)  of  the   Exception   contained   in
                                       subsection 3 of this Section 8.B; or

                                  2.   Change  in the  Board.  A  change  in the
                                       composition  of the  Board  so  that  the
                                       members   who  as  of   January  1,  1997
                                       constitute  the  Board  (the   "Incumbent
                                       Board")  cease  for any  reason  to be at
                                       least a majority of the Board. Any person
                                       who becomes a Board member after  January
                                       1, 1997 whose  election or nomination for
                                       -9-
<PAGE>
                                       election  was  approved  by  at  least  a
                                       majority of the Incumbent Board will also
                                       be  a  member  of  the  Incumbent  Board,
                                       unless his or her initial  assumption  of
                                       office  occurs due to either an actual or
                                       threatened  election  contest  (as  those
                                       terms are used in SEC Rule  14a-11 or SEC
                                       Regulation   14A)  or  other   actual  or
                                       threatened  solicitation  of  proxies  or
                                       consents  by or  on  behalf  of a  Person
                                       other than the Board; or

                                  3.   Corporate   Transaction.   The  Company's
                                       shareholders  approve  a  reorganization,
                                       merger,  consolidation  or sale or  other
                                       disposition of all or  substantially  all
                                       the assets of the  Company (a  "Corporate
                                       Transaction").

                                       Exception. If all of the following apply,
                                       the  instance  will  not  be a  Corporate
                                       Transaction: (a) all or substantially all
                                       of the beneficial owners of the Company's
                                       Outstanding  Common Stock or  Outstanding
                                       Voting     Securities,      respectively,
                                       immediately   prior   to  the   Corporate
                                       Transaction   will    beneficially   own,
                                       directly or indirectly, more than 60% of,
                                       respectively,   the  Outstanding   Common
                                       Stock   and   the   Outstanding    Voting
                                       Securities of the  corporation  resulting
                                       from the Corporate Transaction (including
                                       any corporation  that owns the Company or
                                       all or substantially all of the Company's
                                       assets   directly   or   indirectly)   in
                                       substantially  the  same  proportions  as
                                       their ownership  immediately prior to the
                                       Corporate  Transaction,   (b)  no  Person
                                       (other  than the  Company,  any  employee
                                       benefit  plan -- or  related  trust -- of
                                       the Company or the corporation  resulting
                                       from  the  Corporate   Transaction)  will
                                       beneficially own, directly or indirectly,
                                       20% or  more  of the  Outstanding  Common
                                       Stock or Outstanding  Voting  Securities,
                                       except  to  the  extent  that   ownership
                                       existed    prior    to   the    Corporate
                                       Transaction,   and  (c)  members  of  the
                                       Incumbent  Board  constitute  at  least a
                                       majority   of  the  board  of   directors
                                       resulting from the Corporate Transaction,
                                       or

                                  4.   Liquidation/Dissolution  of the  Company.
                                       The shareholders of the Company approve a
                                       complete  liquidation  or  dissolution of
                                       the Company.

                         C.       Change in Control Price.  For purposes of this
                                  Plan,  "Change  in  Control  Price"  means the
                                  higher  of  (1)  the  highest  reported  sales
                                  price,   regular   way,  of  a  Share  in  any
                                  transaction  reported  on the  NYSE  Composite
                                  Tape, on any other national  exchange  listing
                                  the  Shares or on NASDAQ or (2) if the  Change
                                  in Control  results  from a tender or exchange
                                  offer or a Corporate Transaction,  the highest
                                  price  per  Share  paid  in  that   tender  or
                                  exchange offer or Corporate  Transaction.  For
                                  Incentive Stock Options and Stock Appreciation
                                  Rights relating to ISOs, the Change in Control
                                  Price  will be in all  cases  the Fair  Market
                                  Value of the  Stock on the date the ISO or SAR
                                  is cashed out. To the extent the consideration
                                  paid  in any  Change  in  Control  transaction
                                  consists of all or in part securities or other
                                  non-cash   consideration,   the   Board   will
                                  determine  the  value  of  the  securities  or
                                  non-cash consideration in its discretion.
                                      -10-
<PAGE>
                    Section 9.        Effective Date/Term/Amendment/Termination.

                         A.       Effective Date. This amended Plan is effective
                                  upon  approval  by the  Board.  Those  changes
                                  necessary  for   qualification  under  Section
                                  162(m) or  Section  422 will not be  effective
                                  until those  changes are ratified and approved
                                  by a majority  of the  Company's  shareholders
                                  who vote on the  matter  at a  meeting  with a
                                  quorum present.  All Awards outstanding on the
                                  effective  date of  these  amendments  to this
                                  Plan will remain  outstanding  and will become
                                  subject to the terms of this Plan as amended.

                         B.       Termination.  The Plan  terminates on December
                                  31, 2002.  Awards  outstanding  as of the date
                                  the Plan  terminates  will not be  affected or
                                  impaired by that termination.

                         C.       Changes  to the  Plan/Restrictions.  The Board
                                  may  amend,  alter or  discontinue  the  Plan,
                                  including to  incorporate  changes in law, tax
                                  and accounting  rules, or other  developments,
                                  and  to  grant   Awards   that   qualify   for
                                  beneficial  treatment under those changes.  No
                                  change  can be made,  however,  that would (1)
                                  impair  the  rights of a  participant  granted
                                  before  that date  without  the  participant's
                                  consent, except for a change made to cause the
                                  Plan to qualify  for  exemptions  provided  by
                                  then-current   law,    including    exemptions
                                  relating to securities  and  taxation,  or (2)
                                  disqualify   the  Plan  from  the   exemptions
                                  provided  by SEC Rule  16b-3 or for  favorable
                                  tax treatment under Sections 162(m) or 422. No
                                  amendment can be made without  approval of the
                                  Company's  shareholders  if their  approval is
                                  required  by law or is  necessary  to maintain
                                  the  exemptions  under Rule 16b-3 or  Sections
                                  162(m)  or 422.  No term  of the  Plan  can be
                                  interpreted,  amended or altered,  nor can any
                                  discretion  or authority to act under the Plan
                                  be  exercised  so as to  disqualify  the  Plan
                                  under Sections 162(m) or 422 or Rule 16b-3.

                         D.       Changes  to  Prior  Awards/Restrictions.   The
                                  Committee  may  amend  the  terms of any Award
                                  granted  before  that date,  prospectively  or
                                  retroactively, but no amendment can impair the
                                  rights  of any  holder  without  the  holder's
                                  consent,  except as noted in this  Section  9.
                                  The Committee may also  substitute new Options
                                  for  previously  granted  Options,   including
                                  previously   granted   Options  having  higher
                                  exercise prices.

                    Section 10.       General Provisions.

                         A.       No  Intent  to  Transfer.  The  Committee  may
                                  require each person  acquiring an Award or the
                                  underlying  Shares to  represent  to and agree
                                  with the Company in writing that the person is
                                  acquiring  the Award or Shares  without a view
                                  to the  distribution  thereof.  All  Shares or
                                  other securities issued under the Plan will be
                                  subject  to stop  transfer  orders  and  other
                                  restrictions   imposed   by   the   Committee,
                                  including  restrictions imposed by law, SEC or
                                  stock  exchange  rules or other  restrictions.
                                  The  certificates  for Shares or other  Awards
                                  may  contain  any legend the  Committee  deems
                                  appropriate   regarding  any  restrictions  on
                                  transfer or otherwise.

                         B.       Other Compensation Permitted.  Nothing in this
                                  Plan will prevent the Company or any Affiliate
                                  from adopting other or additional compensation
                                  arrangements for their employees.

                         C.       No Employment Rights.  Nothing in this Plan or
                                  any  Award  will  confer on any  employee  any
                                  right to continued employment, nor will either
                                  interfere 
                                      -11-
<PAGE>
                                  with the right of the Company or any Affiliate
                                  to terminate the employment of any employee at
                                  any time.

                         D.       Taxes. The participant must pay to the Company
                                  or  make  arrangements   satisfactory  to  the
                                  Company  regarding the payment of any Federal,
                                  state,  local  and  foreign  taxes of any kind
                                  required by law to be withheld  regarding  any
                                  Award.  The participant  must satisfy that tax
                                  obligation  no  later  than  when  the  amount
                                  becomes   includible  in  the  person's  gross
                                  income for Federal income tax purposes. Unless
                                  otherwise    determined    by   the   Company,
                                  withholding  obligations  may be settled  with
                                  Stock,  including  Stock  that  is part of the
                                  Award giving rise to the tax  obligation.  The
                                  obligations  of the Company under the Plan are
                                  conditional  on  satisfaction  of these taxes.
                                  The Company and its  Affiliates may deduct any
                                  taxes due from any payment  otherwise  due the
                                  participant if permitted by law.

                         E.       Right of First Refusal.  At the time of grant,
                                  the Committee may require that the participant
                                  offer to the  Company  the  right to  purchase
                                  Shares  resulting  from  an  Award  (or if the
                                  Committee  permits  transfer,   of  the  Award
                                  itself) that the  participant  wishes to sell,
                                  transfer,    assign,   pledge   or   otherwise
                                  encumber.  The Company  will have the right to
                                  purchase  the  Shares  (or  Award) at the then
                                  Fair Market  Value of the  Shares,  subject to
                                  terms the  Committee  specifies at the time of
                                  grant.

                         F.       Reinvestment    of   Dividends    Subject   to
                                  Availability. The reinvestment of dividends in
                                  additional  Restricted Stock can only occur if
                                  sufficient  Shares are available under Section
                                  3 for that  reinvestment  (taking into account
                                  then outstanding Awards).

                         G.       Beneficiary  Designation.  The Committee  will
                                  establish  procedures  for  a  participant  to
                                  designate  a  beneficiary  to whom any amounts
                                  payable  in the  event  of  the  participant's
                                  death are to be paid.

                         H.       Governing  Law.  The Plan and all Awards  made
                                  and  actions  taken  under  the  Plan  will be
                                  governed by and construed in  accordance  with
                                  the  laws of the  State of  Delaware,  without
                                  regard to its conflicts of law principles.

                         I.       Unfunded  Status of Plan.  The  Board  intends
                                  that the Plan  constitute an  "unfunded"  plan
                                  for incentive and deferred  compensation.  The
                                  Committee   may   create   trusts   or   other
                                  arrangements to meet the  obligations  created
                                  under  the  Plan  to  deliver  Stock  or  make
                                  payments.   Unless  the  Committee   otherwise
                                  determines,  however,  the  existence of those
                                  trusts  or  arrangements  shall be  consistent
                                  with the unfunded status of the Plan.

                    Section 11.       Definitions.

                         As used in this Plan:

                         "Affiliate"   means  a  corporation   or  other  entity
                         controlled  by  the  Company  and   designated  by  the
                         Committee as eligible to participate in this Plan.

                         "Award" means an Option,  Stock  Appreciation  Right or
                         Restricted Stock grant issued under the Plan.

                         "Board" means the Board of Directors of the Company.
                                      -12-
<PAGE>
                         "Code"  means the  Internal  Revenue  Code of 1986,  as
                         amended,  and  any  successor   provisions.   The  Code
                         includes its related rules.

                         "Committee" is defined in Section 2.A.

                         "Common  Stock" means the common stock,  par value $.01
                         per share, of the Company.

                         "Company"  or "FINOVA"  means The FINOVA  Group Inc., a
                         Delaware corporation.

                         "Disability" means permanent and total disability under
                         the  Company's   policies  as  they  then  exist.   The
                         Committee may amend or  interpret,  for purposes of the
                         Plan,   the  Company's   disability   policies  in  its
                         discretion.

                         "Exchange  Act" means the  Securities  Exchange  Act of
                         1934,  as amended,  and any successor  provisions.  The
                         Exchange Act includes its related rules, as they may be
                         amended.

                         "Fair  Market  Value" as of any given  date  depends on
                         whether  the Stock is  immediately  resold.  The resale
                         price  is the  fair  market  value  if the  participant
                         resells that Stock in an arms-length transaction on the
                         open market on the same date the Fair  Market  Value is
                         to be determined.  In all other cases,  the Fair Market
                         Value is the average of the high and low reported sales
                         prices  of the Stock on the given  date.  The  reported
                         sales price will be determined in the following  order,
                         as  applicable:  the NYSE  Composite  Tape,  any  other
                         national stock exchange listing the stock,  NASDAQ,  or
                         if the Stock's sales are not regularly  reported by any
                         of the  above,  by the  Committee  in  its  good  faith
                         discretion.  For any day that is not a  trading  day on
                         the national securities  markets,  the previous trading
                         day will determine Fair Market Value.

                         "Incentive  Stock  Option"  or "ISO"  means any  Option
                         intended to be and  designated as an  "incentive  stock
                         option" within the meaning of Section 422 of the Code.

                         "Including"  even if not  capitalized,  means including
                         without limitation.

                         "Non-Employee  Director"  means a  director  who is not
                         otherwise  an employee of the Company or any  Affiliate
                         and  has  not  been so  employed  for  any  part of the
                         preceding fiscal year.

                         "Non-Qualified Option" or "NQ" means any Option that is
                         not an ISO.

                         "Option" means an option granted under Section 4 or 7.

                         "Outside  Director"  means a director who satisfies the
                         requirements  of an  "outside  director"  as defined in
                         Section   162(m)  and  who   otherwise   satisfies  the
                         requirements  of a  "non-employee  director" under Rule
                         16b-3.

                         "Plan" means this 1992 Stock  Incentive Plan, as it may
                         be amended.

                         "Performance  Based  Restricted  Stock" or "PBRS" means
                         Restricted Stock with performance conditions other than
                         the mere  passage of time or  continued  employment  or
                         service    which    satisfy   the    requirements    as
                         performance-based
                                      -13-
<PAGE>
                         compensation under Section 162(m).

                         "Preferred  Stock"  means  preferred  stock,  par value
                         $.01, of the Company.

                         "Restricted Stock" means an Award granted under Section
                         6 or 7.C.

                         "Retirement"   means   (A)   retirement   from   active
                         employment  under a pension  plan of the  Company or an
                         Affiliate,  (B) retirement under an employment contract
                         with the Company or an Affiliate, or (C) termination of
                         employment (or service as a  non-employee  director) at
                         or after age 55 under  circumstances that the Committee
                         in its sole discretion deems to be retirement.

                         "SEC" means the Securities  and Exchange  Commission or
                         any successor.

                         "Section 16 Officer"  means any officer  (including any
                         employee  director)  subject to the insider trading and
                         reporting  requirements  of Section 16 of the  Exchange
                         Act. Non-Employee Directors are not Section 16 Officers
                         for purposes of this Plan.

                         "Section 162(m)" means Section 162(m) of the Code.

                         "Section 422" means Section 422 of the Code.

                         "Shares" or "Stock" means the Common Stock or Preferred
                         Stock, as the case may be.

                         "Stock  Appreciation  Right"  or  "SAR"  means  a right
                         granted under Section 5.

                         "Termination  of Employment"  means the  termination of
                         the  participant's  employment  with the  Company or an
                         Affiliate.   It  also  occurs  if  the  participant  is
                         employed by a division,  department  or Affiliate  that
                         ceases its affiliation  with the Company.  In any case,
                         the  participant   will  not  incur  a  Termination  of
                         Employment if he or she immediately becomes an employee
                         of the  Company or  another  Affiliate  following  that
                         event.
                                      -14-