<PAGE>   1
                                                                  EXHIBIT 10.E.4

                              THE FINOVA GROUP INC.
                   1999-2001 PERFORMANCE SHARE INCENTIVE PLAN


1.       PURPOSE

The purpose of this Plan is to promote the long term interests of the Company
and its shareholders by providing (i) a means for attracting and retaining, and
(ii) a system of cash reward for the accomplishment of long term predefined
objectives by designated key officers of the Company and its Affiliates.

2.       DEFINITIONS:

The following definitions are applicable to the Plan:

          "Affiliate" - Any "Parent Corporation" or "Subsidiary Corporation" of
          the Company as such terms are defined in Section 425 (e) and (f), or
          the successor provisions, if any, respectively, of the Code (as
          defined herein).

          "Award" - The grant by the Board of a Performance Share or Shares as
          provided in the plan.

          "Board" - The Board of Directors of The FINOVA Group Inc. or a duly
          authorized Committee of such Board.

          "Code" - The Internal Revenue Code of 1986, as amended, or its
          successor general income tax law of the United States.

          "Company" - The FINOVA Group Inc.

          "Company Achievement Percentage" - The actual performance of the
          Financial Measures during the relevant period weighted proportionately
          as determined by the Plan.

          "Financial Measures" - The performance measures established by the
          Board for the Plan objectives, such as return on equity, net income or
          level of nonperforming assets, for example.

          "Participant" - Any officer of the Company or any of its Affiliates
          who is selected by the Board to receive an award.

          "Performance Period" - The period of time selected by the Board for
          the purpose of determining performance goals and measuring the degree
          of accomplishment.

          "Performance Share Award" - An Award.

          "Plan" - The Performance Share Incentive Plan of the Company.

          "Share" - A Performance Share shall serve as the basis for any Award
          under the Plan.

          "Target Company Achievement Percentage" - Company Achievement
          Percentage assuming that target performance of the Financial Measures
          was achieved.

3.       ADMINISTRATION

The Plan shall be administered by the Board. Except as limited by the express
provisions of the Plan, the Board shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to Awards generally, as well as to individual
Awards 


                                       1
<PAGE>   2
granted under the Plan; (iii) determine the terms and conditions upon which
Awards shall be granted under the Plan; (iv) prescribe the form and terms of
instruments evidencing such grants; and (v) establish from time to time
regulations for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.

4.       PARTICIPATION:

The Board may select from time to time Participants for the Plan. Participants
shall be key executives of the Company or its Affiliates who, in the opinion of
the Board, contribute in a substantial measure to the successful performance of
the Company or its Affiliates. The Company shall have the authority to add new
participants on a prorata basis if hired during the first year of a performance
period. In all cases, the Human Resources Committee must approve participants
with target levels greater than 30% or Securities Exchange Act of 1934 Section
16(b) individuals.

5.       PERFORMANCE SHARE AWARDS:

The Chairman and Chief Executive Officer of the Company annually during the life
of the Plan will determine and recommend to the Board in writing (i) the Company
and which among its Affiliates are to participate in the Plan for that year,
(ii) the names of those key executives who should participate in the Plan for
that year, (iii) the performance measurement factors to be used in the
determination of degree of accomplishment for purposes of the Plan for that
year, and (iv) the Performance Period to be used as a basis for the measurement
of performance for Awards under the Plan for that year.

6.       GENERAL TERMS AND CONDITIONS:

The Board shall have full and complete authority and discretion, except as
expressly limited by the Plan, to grant Shares and to provide the terms and
conditions (which need not be identical among Participants) thereof. No
participant or any person claiming under or through such person shall have any
right or interest, whether vested or otherwise, in the Plan or in any Award
thereunder, contingent or otherwise, unless and until all the terms, conditions,
and provisions of the Plan and its approved administrative requirements that
affect such Participant or such other person shall have been complied with.
Nothing contained in the Plan or its administrative guidelines shall (i) require
the Company to segregate cash or other property on behalf of any Participant or
(ii) affect the rights and power of the Company or its Affiliates to dismiss
and/or discharge any officer or employee at any time.

7.       CALCULATION AND PAYMENT OF AWARDS:

         (a) Performance Share Awards which may be payable under this Plan shall
be calculated as determined by the Board but any resulting Performance Share
Award Payable shall be subject to the following calculation: each Share payable
shall be multiplied by the average of the daily means of the market prices of
the Company's Common Stock during the last month of the Performance Period.
Performance Share Awards earned will be determined within sixty (60) days
following the close of the Performance Period and distribution of the Award will
be made within ninety (90) days following the close of the Performance Period.

         (b) Performance Share Awards granted under this Plan shall be payable
during the lifetime of the Participant to whom such Award was granted and only
to such Participant; and, except as provided in (d) and (e) of this Section 7,
no such Award will be payable unless at the time of payment such Participant is
an employee of and has continuously since the grant thereof been an employee of,
the Company or an Affiliate. Neither absence on leave, if approved by the
Company, nor any transfer of employment between Affiliates or between Affiliate
and the Company shall be considered an interruption or termination of employment
for purposes of this Plan.

         (c) Beginning Period Target Share Units (Target Share Units) shall be
calculated for each participant at the beginning of the Performance Period by
dividing 1) the product of participant Target Percents of Salary and Base
Salaries in effect on the December 31 immediately preceding the beginning 


                                       2
<PAGE>   3
of the Performance Period by 2) the average of the daily means of share prices
of FINOVA Common Stock for the December preceding the Performance Period.

         (d) Subject to Section 11, Target Share Units represent the middle of a
Discretionary Range of Beginning Period Share Units bounded by Low End Share
Units and High End Share Units. The calculation for Low End Share Units shall be
the same as for Target Share Units (paragraph 7c, above) except the Target
Percents of Salary are reduced by 5 percentage points (e.g., from 25% to 20%).
The calculation for High End Share Units shall be the same as for Target Share
Units (paragraph 7c, above) except the Target Percents of Salary are increased
by 5 percentage points (e.g., from 25% to 30%).

         (e) At the end of the Performance Period, company performance is
determined relative to the preestablished minimums, targets and maximums of the
Financial Measures. Minimum performance or less results in no awards. Target
performance results in 100% (target) awards. Maximum performance results in 200%
awards. Performance levels between Minimum and Maximum are interpolated. These
percentages are referred to as Company Achievement Percentages.

         (f) Target Final Awards are calculated by multiplying all three of the
following: 1) Beginning Period Target Share Units, 2) Company Achievement
Percentage and 3) the average of the daily means of share prices of FINOVA
Common Stock for the last December in the Performance Period. As with Target
Share Units (paragraph 7.d, above), Subject to Section 11, Target Final Awards
represent the middle of a Discretionary Range of Awards. The calculation for the
Low End of the Discretionary Range of Awards is the same as the calculation for
Target Final Awards except Beginning Period Low End Share Units should be
substituted for Beginning Period Target Share Units. Similarly, The calculation
for the High End of the Discretionary Range of Awards is the same as the
calculation for Target Final Awards except Beginning Period High End Share Units
should be substituted for Beginning Period Target Share Units.

         (g) Subject to Section 11, notwithstanding the existence of a Low End
of a Discretionary Range, the Committee has the authority to grant awards of
less than the Low End of the Discretionary Range or no awards at all if
individual performance so warrants.

         (h) At the beginning of (and for each year in) the Performance Period,
Financial Measures, minimums, targets and maximums will be determined for each
business group and line of business. If FINOVA Capital Corporation achieves at
least its minimum objectives for the Performance Period, 25% of each award for
leaders of business groups and lines of business shall be based upon the FINOVA
Capital Corporation achievement level and 75% will be based on the level of
achievement of the participant's business group or line of business.

         (i) Ninety (90) days before the expiration of the Performance Period,
all participants will be provided an irrevocable option to defer all or a
portion of any earned Performance Share Award, if there be one, but not less
than $1,000, in written form as prescribed by the Board under the provisions of
a deferred compensation plan for executives of the Company and its Affiliates,
if one be adopted.

         (j) Subject to the provisions of Section 11, if a Participant to whom a
Performance Share Award was granted shall cease to be employed by the Company or
its Affiliate for any reason (other than death, disability, or retirement) prior
to the completion of any applicable Performance Period, said Performance Share
Award will be withdrawn and subsequent payment in any form or at any time will
not be made.

         (k) If a Participant to whom a Performance Share Award was granted
shall cease to be employed by the Company or its Affiliate due to early, normal,
or deferred retirement (other than within twenty-four months of or as a result
of a Change in Control, which event shall be governed by Section 11), or in the
event of the death or disability of the Participant during the Performance
Period stipulated in the Performance Share Award, such Award shall be prorated
for the period of time from date of grant to date of retirement, disability or
death, as applicable, and become payable within ninety (90) days to the
Participant or the person to whom interest therein is transferred by will or by
the laws of descent and distribution.


                                       3
<PAGE>   4
         (l) There shall be deducted from all payment of Awards any taxes
required to be withheld by any Federal, State, or local government and paid over
to any such government in respect to any such payment.

8.       ASSIGNMENTS AND TRANSFERS:

No Award to any Participant under the provisions of the Plan may be assigned,
transferred, or otherwise encumbered except, in the event of death of a
Participant, by will or the laws of descent and distribution. Participants may
complete a beneficiary designation form in accordance with then-current Company
policies.

9.       AMENDMENT OR TERMINATION:

The Board may amend, suspend, or terminate the Plan or any portion thereof at
any time provided, however, that no such amendment, suspension, or termination
shall invalidate the Awards already made to any Participant pursuant to the
Plan, without his or her consent.

10.      EFFECTIVE DATE AND TERM OF PLAN:

The Plan shall be effective the first of the year indicated on the first page
hereof. No Awards shall be made under the Plan after December 31 of the tenth
year following its adoption.


11.      CHANGE OF CONTROL:

(a) Impact of Event. Notwithstanding any other provision of this Plan to the
contrary, after or as a result of a Change in Control and one of the following
events occurs:

                    (i) the Participant is terminated (except for Cause) during
                    the life of the Plan;

                    (ii) participant's employment is terminated for Good Reason
                    within twenty-four months after or as a result of a Change
                    in Control; or

                    (iii) the Plan is terminated or amended so that it is less
                    favorable to the Participant.

Participant shall be paid by the Company, within 60 days of the termination or
amendment, whichever occurs sooner, a pro rata portion of the sums to be paid
under this Plan (from the beginning of any unpaid Performance Periods to the end
of the last full calendar month on or before the termination or amendment date,
as the case may be), the greater of:

                    (x) Participant's Target Final Award based on achievement of
                    Target Company Achievement Percentage, or

                    (y) Participant's Target Final Award based on actual Company
                    Achievement Percentage annualized using the most recently
                    available audited or unaudited financial results on or
                    before the payment date, including the higher of Change in
                    Control Price or actual share price, as provided in Section
                    7(a) for the Company's common stock, as applicable.

Actual Company Achievement Percentages shall be used in calculating Awards for
any completed years. For uncompleted years, in the event of a Change in Control,
High End Share Units shall be awarded if the Company Achievement Percentage is
equal to or in excess of 50% over the Target Company Achievement Percentage
(compared to maximum Company Achievement Percentage) level. Otherwise, Target
Share Units shall be awarded, unless the Board, in its discretion, awards
greater than Target Share Units. The Board shall not have discretion to award
less than Target Share Units in the event of a Change in Control.


                                       4
<PAGE>   5
(b) Definitions: For purposes of this Plan, the following terms shall have the
meanings noted below, unless the context clearly requires otherwise:

         (i) Change in Control. Any of the following events shall constitute a
Change in Control:

                           (A) the acquisition by an individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"))(a "Person") of beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the Exchange Act) of 20% or
                  more of either (I) the then outstanding shares of common stock
                  of the Company (the "Outstanding Company Common Stock") or
                  (II) the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that for purposes of this
                  subsection (A), the following acquisitions shall not
                  constitute a Change of Control: (W) any acquisition directly
                  from the Company other than an acquisition by virtue of the
                  exercise of a conversion privilege unless the security being
                  so converted was itself acquired directly from the Company,
                  (X) any acquisition by the Company, (Y) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company or (Z) any acquisition by any corporation pursuant to
                  a transaction which complies with clauses (I), (II) and (III)
                  of subsection (C) of this Section 11(b)(i); or

                           (B) individuals who, as of the date hereof,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the date hereof whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least a majority of the directors then comprising
                  the Incumbent Board shall be considered as though such
                  individual were a member of the Incumbent Board, but
                  excluding, for this purpose, any such individual whose initial
                  assumption of office occurs as a result of an actual or
                  threatened election contest with respect to the election or
                  removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board; or

                           (C) approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "Business Combination"), in each case, unless,
                  following such Business Combination, (I) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners, respectively, of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities immediately prior to
                  such Business Combination beneficially own, directly or
                  indirectly, more than 60% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such Business
                  Combination (including, without limitation, a corporation
                  which as a result of such transaction owns the Company or all
                  or substantially all of the Company's assets either directly
                  or through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Business Combination of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  (II) no Person (excluding any employee benefit plan (or
                  related trust) of the Company or such corporation resulting
                  from such Business Combination) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination and (III) at least a majority of the members of
                  the board of directors of the corporation resulting from such
                  Business

                                       5
<PAGE>   6
                  Combination were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Business Combination;
                  or

                          (D) approval by the shareholders of the Company of a
                  complete liquidation or dissolution of the Company.

         (ii) Change in Control Price. For purposes of this Plan, "Change in
Control Price" shall have the same meaning for such term as in effect in the
Company's 1992 Stock Incentive Plan, as amended from time to time; provided,
however, that if that plan is terminated, the definition in that plan
immediately preceding such termination shall continue to apply to this Plan;
provided, further, that no amendment of the definition of such term shall apply
to this Plan with respect to a participant if such amendment would have an
adverse impact on the aggregate benefits available to a participant in this Plan
and such amendment was made during the period from six months preceding a Change
in Control (if a Change in Control event was contemplated by the Company at that
time) to twenty four months after such an event.

         (iii) Cause. For purposes of this Plan, "Cause" shall mean:

                  (A) the willful and continued failure of the Participant to
                  perform substantially the Participant's duties with the
                  Company or one of its affiliates (other than any such failure
                  resulting from incapacity due to physical or mental illness),
                  after a written demand for substantial performance is
                  delivered to the Participant by the Board or the Chairman of
                  the Company which specifically identifies the manner in which
                  the Board or Chairman believes that the Participant has not
                  substantially performed the Participant's duties, or

                  (B) the willful engaging by the Participant in illegal conduct
                  or gross misconduct which is materially and demonstrably
                  injurious to the Company.

         For purposes of this provision, no act or failure to act on the part of
         the Participant shall be considered "willful" unless it is done or
         omitted to be done by the Participant in bad faith or without
         reasonable belief that the Participant's action or omission was in the
         best interests of the Company. Any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Board or
         upon the instructions of the Chairman or a senior officer of the
         Company or based upon the advice of counsel for the Company shall be
         conclusively presumed to be done or omitted to be done by the
         Participant in good faith and in the best interests of the Company. The
         cessation of employment of the Participant shall not be deemed to be
         for Cause unless and until there shall have been delivered to the
         Participant a copy of a resolution duly adopted by the affirmative vote
         of not less than three-quarters of the entire membership of the Board
         at a meeting of the Board called and held for such purpose (after
         reasonable notice is provided to the Participant and the Participant is
         given an opportunity, together with counsel, to be heard before the
         Board), finding that, in the good faith opinion of the Board, the
         Participant is guilty of the conduct described in subparagraph (A) or
         (B) above, and specifying the particulars thereof in detail.

         (iv) Good Reason. For purposes of this Plan, "Good Reason" shall mean:

                           (A) the assignment to the Participant of any duties
                  inconsistent in any respect with the Participant's position
                  (including status, offices, titles and reporting
                  requirements), authority, duties or responsibilities
                  immediately prior to the Change of Control, or any other
                  action by the Company which results in a diminution in such
                  position, authority, duties or responsibilities, excluding for
                  this purpose an isolated, insubstantial and inadvertent action
                  not taken in bad faith and which is remedied by the Company
                  promptly after receipt of notice thereof given by the
                  Participant,

                           (B) any reduction by the Company of the Participant's
                  base salary, annual bonus, incentive opportunities, retirement
                  benefits, welfare or fringe benefits below the 


                                       6
<PAGE>   7
                  highest level enjoyed by the Participant during the 120-day
                  period prior to the Change of Control;

                           (C) the Company's requiring the Participant to be
                  based at any office or location other than that at which he or
                  she was based immediately prior to the Change of Control or
                  the Company's requiring the Participant to travel on Company
                  business to a substantially greater extent than required
                  immediately prior to the Change of Control;

                           (D) any purported termination by the Company of the
                  Participant's employment otherwise than as expressly permitted
                  by this Agreement; or

                           (E) any failure by the Company to comply with and
                  satisfy Section 11(d) of this Plan.

For purposes of this Agreement, any good faith determination of "Good Reason"
made by the Participant shall be conclusive.

         (c). Excise Taxes. Anything in this Plan to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Participant who also is
a participant in either of the Company's Executive Severance Plans (Tier 1 or
Tier 2 Employees) (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section XII (c)) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended, or any comparable successor
provision, or any interest or penalties are incurred by the Participant with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Participant shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Participant of all taxes
(including any interest and penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Participant retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

         (d). The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Plan in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Plan, Company shall mean the Company as
hereinbefore defined and any entity which assumes and agrees to perform this
Plan by operation of law, or otherwise.



                                       7