Exhibit 10.E.5

                       COMPENSATION AGREEMENT AND RELEASE

     This  Compensation  Agreement and Release (this  "Agreement")  is made this
20th day of March,  2001,  between The FINOVA  Group Inc.  (the  "Company")  and
William C. Roche ("Employee").

                                    RECITALS

     A. Employee has been an executive officer of the Company and certain of its
affiliates.  In connection with that engagement,  Employee has become a party to
the following compensation  arrangements:  (a) the Executive Retention Plan, (b)
the  Executive  Severance  Plan -- Tier 2, and (c) the  Executive  Officer Group
Salary Continuation Plan (collectively, the "Recital A Benefits").

     B. Employee is aware that the Company and certain affiliates have filed for
protection of the  bankruptcy  courts to reorganize  their debts.  In connection
with  those  proceedings,   the  Company's  obligations  pursuant  to  executory
agreements  are subject to rejection by the Company and claims in the bankruptcy
may be subject to uncertainty or delay. In addition,  whether certain  predicate
events will occur is uncertain at this time, which might provide Employee with a
claim for certain compensation if those events occurred.

     C. In connection with  Employee's  continued  employment,  Employee and the
Company desire to set forth certain compensation arrangements governing Employee
from and after the date of this Agreement.

     Now,  therefore,  in  consideration  of the sums to be paid  and the  other
promises of the parties provided below, the parties agree as follows:

     1. TIME FOR ACCEPTANCE. Employee may accept this Agreement within seven (7)
days of the date a draft of this  Agreement was delivered to Employee.  If it is
not accepted  within that period,  the  Company's  offer of these terms shall be
automatically revoked, unless the Company otherwise agrees in writing.

     2.  EFFECTIVE  DATE.  The Effective  Date of this Agreement will be at 8:00
a.m. on the eighth day  following  Employee's  delivery  of a properly  executed
counterpart  of this  Agreement to William J.  Hallinan or Richard  Lieberman at
4800 N. Scottsdale Road, Scottsdale,  Arizona 85251-7623,  provided Employee has
not revoked acceptance of this agreement prior to that time. Notwithstanding the
above,  this Agreement will not become effective until the Agreement is approved
by the bankruptcy court. If the Agreement is not approved by the court, then the
Agreement will become void.

     3.  REVOCATION  OF  ACCEPTANCE.  Employee  may  revoke  acceptance  of this
Agreement provided Employee does so in writing, addressed to William J. Hallinan
or Richard Lieberman as noted above,  which revocation must be delivered by hand
or  facsimile  within  seven  (7) days of the date  Employee  delivers  a signed
counterpart of this Agreement to the Company.

     4.  RETENTION  BONUS  PAYMENTS.  In lieu of the Recital A Benefits that may
become due to Employee,  the Company shall pay and Employee agrees to accept the
following sums:

          (a) The Company will pay Employee the sum of $100,000, less applicable
withholding taxes. This payment will be made on the latter of the Effective Date
or the date the first payment of all or a portion of the April 6, 2001 scheduled
payment is made to employees of the Company generally, pursuant to the Retention
Incentive Plan adopted in May 2000, as amended.
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          (b) On  adoption  of a plan  of  reorganization  by  the  Company  and
approved by the court and  creditors,  the Company  will pay Employee the sum of
$50,000,  less  applicable  withholding  taxes,  provided  Employee  remains  an
employee in good standing.

          (c) The Company will pay Employee the sum of $50,000,  less applicable
withholding taxes, on the first business day of January 2002,  provided Employee
remains an employee in good standing.  Any unpaid amounts pursuant to Sections 4
(a),  (b)  and  (c)  shall  be  paid  on  the  severance  date  if  Employee  is
involuntarily terminated other than for cause before those respective dates.

     5. BASE  SALARY  ADJUSTMENT.  Employee's  base  salary  shall be  adjusted,
commencing  as of January  1, 2001,  to be paid at a rate equal to not less than
$200,000 per annum, payable in accordance with Company practices.

     6. SEVERANCE BENEFITS.  Employee shall be entitled to receive the following
severance  benefits in the event of an  involuntary  termination  other than for
cause,  provided the Employee  executes a severance  agreement  which contains a
full release of liability of the Company and its  affiliates  and their  related
personnel,  which  release and  severance  agreement  shall be in the  Company's
standard form:

          (a) Severance compensation equal to one year's base salary, payable on
the effective date of the execution of a severance agreement; provided, however,
that if Employee is  terminated  without  cause prior to the date payment of the
bonuses  pursuant to Sections 4 and 7 of this Agreement  would be due,  Employee
shall be paid  severance  compensation  equal to the  greater of one year's base
salary,  or three  years'  base  salary  less the  amount of any  retention  and
discretionary  bonuses paid to Employee hereunder.  The Employee may be required
to serve as a  consultant  in exchange for one of those years' worth of salaries
on terms  substantially  similar to those  offered to other  similarly  situated
executives of the Company.

          (b) COBRA coverage for 12 months, consistent with Employee's elections
in effect on the severance  date,  for medical,  executive  medical,  dental and
vision programs in which the Employee participates as of the severance date.

          (c) Financial  counseling for 12 months from the severance date on the
same terms as previously offered to Employee as of the severance date.

          (d)  Outplacement  services  at  an  executive  level  for  12  months
following the severance date.

          (e) Life  insurance  benefits equal to  then-current  elections for 12
months.

     7.   DISCRETIONARY   BONUS.   Employee   will  be  eligible  to  receive  a
discretionary  bonus  payable  in  February  2002 of  between 0% and 150% of the
target amount of $200,000,  based on  assessments  of Employee's  performance by
senior management and the Human Resources Committee of the Board.

     8. TERMINATION OF PARTICIPATION IN CERTAIN PLANS.  This agreement  replaces
the Recital A Benefits to the extent governing Employee.  Employee  acknowledges
that upon the Effective  Date of this  Agreement,  Employee shall no longer be a
participant  or have any right to assert a claim to benefits  under any of those
plans,  agreements or  practices,  including for benefits that may have accrued,
become vested or to which  Employee  otherwise has become  entitled prior to the
Effective  Date. As a result,  Employee agrees not to assert a claim against the
Company or its estate for any such  amounts,  provided  that the  Company  fully
honors its obligations  under this Agreement.  Nothing in this Agreement impacts
Employee's  eligibility or participation in other benefit or compensation  plans
of the Company, such as pension,  supplemental  pension,  stock or option plans,

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insurance,  executive medical,  financial counseling,  indemnification,  expense
reimbursement  and  similar  programs.  Employee's  rights  and  eligibility  to
participate in those plans are governed by the terms of those other programs.

     9. RELEASE FROM LIABILITY

          (a)  RELEASE:   Subject  to  the  terms  of  this   Agreement  and  in
consideration  of  the  Benefits  set  forth  above,  Employee  voluntarily  and
irrevocably  (except  for the  seven  (7) day  revocation  period  noted  above)
releases  and  discharges  the  Company,  its  predecessors,   their  respective
affiliates, and their respective stockholders,  directors,  officers, employees,
plan  fiduciaries,  agents,  successors  and  assigns  (collectively,  "Released
Parties")  from and  against any and all claims,  obligations,  debts,  demands,
judgments, or causes of action of any kind whatsoever,  known or unknown, actual
or contingent,  whether  brought at law, in equity or otherwise,  based on tort,
contract, statute, or on any other basis, which Employee has or may have against
any of them or liabilities they may have to Employee  (collectively,  "Claims"),
which arise from or are related to Employee's  employment or  relationship  with
the  Company or any other  Released  Party,  the  termination  of the  Recital A
Benefits, or any other matter, cause or thing whatsoever which may have occurred
involving  Employee  and any  Released  Party  prior to the  date of  Employee's
acceptance  of this  Agreement.  This release  includes all Claims for equitable
relief, actual,  compensatory,  consequential,  punitive,  special,  multiple or
other damages,  expenses (including without limitation attorney's fees and court
costs),  and all other  reimbursements  or charges of any kind.  Employee hereby
waives any remedy or  recovery  that may be sought on  Employee's  behalf by any
government agency or other person, to the fullest extent permitted by law.

          (b)  This  release  includes  without  limitation  any and all  Claims
Employee has or may have against the Company or any other Released Party arising
under any  federal,  state,  local or  foreign  statute,  common  or other  law,
including  without  limitation  those  relating to  discrimination  of any type,
unfair employment practices,  sexual or other harassment, the Age Discrimination
in Employment Act of 1967, the Americans With Disabilities Act, the Civil Rights
Acts of 1866,  1871,  1964 and 1991,  the Equal  Pay Act of 1963,  the  Employee
Retirement  Income Security Act of 1974, the Internal  Revenue Code of 1986, the
Fair Labor  Standards Act of 1938, the Family and Medical Leave Act of 1993, the
Labor  Management  Relations Act of 1947, the National Labor  Relations Act, the
Rehabilitation  Act  of  1973,  and  any  other   employment-related   laws  and
regulations,  as they may be  amended  from  time to time,  as well as all other
Claims Employee has or may have, including without limitation misrepresentation,
fraud, duress,  unfair dealing,  wrongful  termination,  infliction of emotional
distress,  breach of  fiduciary or other duty,  invasion of privacy,  failure to
supervise or train, defamation, breach of contract,  interference with contract,
and all other causes of action of any kind, by whatever name known.

          (c) Employee agrees to release all such Claims, whether they are known
to  Employee or unknown at this time.  Employee  therefore  waives and  releases
Employee's rights under any provision of law which states that a general release
does not extend to Claims  which the person does not know or suspect to exist in
his or her favor at the time of executing the release,  which if known to him or
her must have materially affected the settlement.

     10. CONTINUING RIGHTS TO ENFORCE THIS AGREEMENT. The above release does not
limit  Employee's  rights to enforce the terms of this  Agreement to its fullest
extent.  Employee agrees,  however, not to initiate or include as a Claim in any
lawsuit,  arbitration  or other  proceeding  against  the  Company  or any other
Released Party in any court, before any governmental body,  arbitration forum or
otherwise,  any Claim which  Employee has released  above,  except for an action
alleging a breach of this,  but only this  Agreement.  In the event that a court
finds  in a  final  judgment  that  the  substance  of  this  Agreement  is  not
enforceable,  then the Employee shall have a right to assert a claim against the
Company for amounts  Employee can  establish  to be due to Employee  pursuant to
those  items noted in Recital A, as well as to other  Company  benefits to which

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<PAGE>
the  Employee  is  entitled  pursuant to law or  contract.  Employee  intends to
release all other claims Employee may have against the Company at this time.

     11. ENTIRE  AGREEMENT.  Employee agrees that Employee is not relying on any
representations,   promises,  statements  or  agreements  not  contained  in  or
incorporated by reference into this Agreement or in the other written  materials
furnished in connection  with this Agreement or Employee's  Severance.  Employee
agrees that this  Agreement  is  all-inclusive  and that no  additional  oral or
written  representations,  promises or  agreements  exist with the Company,  the
persons or entities  referenced in the release  paragraphs below or any one else
concerning  the subject  matter  hereof.  This  Agreement  can not be  modified,
amended,  terminated  or  otherwise  changed  unless it is done so pursuant to a
written  document or documents  signed by both the  Employee  and the  Company's
Senior  Vice  President-Human  Resources  (currently  William C. Roche) or other
person authorized by the Company's Chairman.

     12. ADVICE OF COUNSEL. Employee acknowledges that Employee has been advised
to  consult  with an  attorney  to review  the  terms  and legal  effect of this
Agreement,  including the release, at Employee's expense,  and that Employee has
been given a sufficient  opportunity to do so to the extent Employee believes it
appropriate.

     13. SEVERABILITY.  Subject to Section 10 of this Agreement, should any part
or  interpretation  of this  Agreement be declared by any court or arbitrator of
competent jurisdiction to be illegal or invalid, the remainder of this Agreement
shall  remain  valid and in effect,  the  invalid  provision  shall be deemed to
conform  to a valid  provision  most  closely  approximating  the  intent of the
invalid provision, and the invalid provision shall not be deemed to be a part of
this Agreement.

     14.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Arizona,  without regard to its choice
of law  principles;  provided,  however,  to the extent that Federal laws of the
United States control  interpretation  or enforcement  of this  Agreement,  such
Federal law shall control.

     15. SUCCESSORS AND ASSIGNS. This Agreement is binding on and shall inure to
the  benefit of the  parties  hereto  and their  respective  successors,  heirs,
personal representatives and assigns.

     16.   ARBITRATION.   The  parties  irrevocably  agree  that  any  disputes,
controversies  or claims they may have arising out of this agreement,  including
one to  interpret  or to  enforce  this  Agreement,  shall be settled by binding
arbitration  pursuant to the rules of the American  Arbitration  Association for
employment  disputes.  The  matter  shall be heard  by a  single  arbitrator  in
Maricopa  County,  Arizona.  The arbitrator shall award the prevailing party its
costs,  attorney's fees and disbursements  (including those of in-house counsel)
and other  damages.  The decision of the  arbitrator  shall be final,  except as
otherwise required by law.

     17.  WAIVER  OF  JURY  TRIAL.  EMPLOYEE  AND  COMPANY  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL IN ANY PROCEEDINGS  ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

DATED: As of the date and year first noted above.

                                      THE FINOVA GROUP INC.


                                      By: /s/ Richard Lieberman
                                         ---------------------------------------
                                      Vice President - Associate General Counsel

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<PAGE>
                ACCEPTANCE OF COMPENSATION AGREEMENT AND RELEASE
    BETWEEN THE FINOVA GROUP INC. AND WILLIAM C. ROCHE, DATED MARCH 20, 2001.

     I AGREE TO BE BOUND BY THE TERMS AND  CONDITIONS OF THE ABOVE  COMPENSATION
AGREEMENT  AND RELEASE,  INCLUDING  THE RELEASE FROM  LIABILITY  INCLUDED IN THE
AGREEMENT.  I  HAVE  CAREFULLY  READ  AND  UNDERSTAND  THE  PROVISIONS  OF  THIS
AGREEMENT.  I HAVE HAD AN  OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY
AND OTHER ADVISORS OF MY CHOICE,  AND I HAVE BEEN ADVISED TO DO SO. I ENTER INTO
THIS  AGREEMENT  FREELY AND  VOLUNTARILY.  I INTEND TO BE LEGALLY BOUND BY THESE
TERMS.  I FOREVER  WAIVE MY  RIGHTS  TO A JURY  TRIAL  AND  CONSENT  TO  BINDING
ARBITRATION.  I UNDERSTAND THAT I MAY REVOKE THIS AGREEMENT AT ANY TIME WITHIN 7
DAYS OF THE DATE OF MY ACCEPTANCE OF THESE TERMS,  provided I deliver by hand or
facsimile a written  signed  statement  to William J.  Hallinan,  President,  or
Richard Lieberman,  Vice  President-Associate  General Counsel, The FINOVA Group
Inc., 4800 N. Scottsdale Road, Scottsdale, AZ 85251-7623, (480) 636-4949, within
that time period. I have signed this release before a witness who is at least 21
years of age.



Date:                        March 20, 2001
                             -----------------------------------------

Signature:                   /s/ William C. Roche
                             -----------------------------------------



Witness Signature:           /s/ Richard Lieberman
                             -----------------------------------------

Witness Name:                Richard Lieberman
                             -----------------------------------------

Witness Address:             c/o FINOVA
                             -----------------------------------------


                      THIS IS A RELEASE AND LEGAL AGREEMENT
                          READ CAREFULLY BEFORE SIGNING

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