Exhibit 10.T.1

                              AMENDED AND RESTATED
                          MANAGEMENT SERVICES AGREEMENT

     AMENDED AND RESTATED MANAGEMENT  SERVICES  AGREEMENT,  dated as of April 3,
2001 (the  "Agreement"),  by and among The FINOVA  Group Inc.  ("FINOVA"  or the
"Company"),  a Delaware corporation,  and Leucadia National  Corporation,  a New
York   corporation   ("Leucadia"  or  "Manager")   and  Leucadia   International
Corporation,  a Utah  corporation  that is a wholly owned subsidiary of Leucadia
("Leucadia International").

     WHEREAS,  FINOVA,  Leucadia and Leucadia  International  are parties to the
Management  Services  Agreement  dated as of February  26,  2001 (the  "Original
Agreement"),  and desire to amend and restate the Management  Services Agreement
in its entirety as set forth herein;

     WHEREAS,  FINOVA  filed  a  petition  for  voluntary   reorganization  (the
"Voluntary  Petition") under chapter 11 of title 11 of the United States Code 11
U.S.C.  Sections  101 et seq.  (the " Bankruptcy  Code") with the United  States
Bankruptcy  Court for the  District of Delaware  (and  together  with any United
States District Court that exercises  jurisdiction  over the bankruptcy cases of
FINOVA and its affiliated debtors, the "Bankruptcy Court"); and

     WHEREAS,  FINOVA,  its  subsidiary,  FINOVA  Capital  Corporation  ("FCC"),
Berkadia  LLC, a Delaware  limited  liability  company  ("Berkadia"),  Berkshire
Hathaway Inc., a Delaware  corporation  ("Berkshire")  and Leucadia have entered
into a commitment  letter dated February 26, 2001, as such commitment letter may
be amended from time to time (the "Commitment  Letter") pursuant to which, among
other  things,  Berkadia  has  committed,  which  commitment  is  guarantied  by
Berkshire  and Leucadia,  to lend to FCC $6 billion on the terms and  conditions
set forth in the Commitment Letter; and

     WHEREAS, pursuant to the Commitment Letter, the Company and FCC have agreed
to file a  chapter  11 plan  containing  the  principal  terms  outlined  in the
Commitment  Letter or such other terms  agreed to by the Company as are mutually
acceptable to both Leucadia and Berkshire in their  reasonable  discretion  (the
"Plan"); and

     WHEREAS,  the Board of Directors of the Company (the  "Board") has formed a
special committee consisting of two directors to serve as a special committee of
the  Board  until  the  effective  date of the  Company's  chapter  11 plan (the
"Special Committee"), to work closely with Leucadia and the designee of Berkadia
provided by Leucadia hereunder (the "Berkadia Liaison"); and

     WHEREAS,  certain  management  functions have previously been performed for
FINOVA by its own officers; and

     WHEREAS,  Leucadia,   directly  and  through  its  subsidiaries,   has  the
capability  to provide  advice and  assistance  to FINOVA  with  respect to such
services  prior to the effective  date of the Plan and to provide those services
to FINOVA after the effective date of the Plan; and
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     WHEREAS,  the  Board has  determined  that it is in the best  interests  of
FINOVA to obtain such services from Leucadia and its subsidiaries.

     It is hereby mutually agreed that the Original  Agreement is hereby amended
and restated in its entirety to read as follows:

          1.  TERM.  The term of this  Management  Agreement  shall be ten years
commencing on the date hereof.

          2. COMPENSATION.  For a period of ten years, commencing on the date of
the Original Agreement,  FINOVA shall pay to Leucadia  International  annually a
management  fee of $8  million,  payable  in  immediately  available  funds (the
"Annual  Management Fee"). The Annual Management Fee shall be payable quarterly,
in advance, at the beginning of each calendar quarter;  provided,  however, that
the entire first Annual  Management  Fee was paid to Leucadia  International  on
February 27, 2001.

          3.  SERVICES  OF  LEUCADIA.  (a) The  following  applies  prior to the
effective  date of the  Plan:  Subject  to the  authority  of the  Board and the
Special  Committee,  Leucadia,  directly and through its subsidiaries  including
Leucadia  International,  shall provide  advice and  assistance to FINOVA in the
management of the asset  "portfolio"  of FCC,  including  advice and  assistance
regarding the  supervision  of corporate  wide  management  of portfolio  sales,
dispositions,  acquisitions, and administration and shall provide to the Company
the  services  of the  Berkadia  Liaison,  who  initially  shall be  Lawrence S.
Hershfield (an employee of Leucadia International),  who will report to and work
closely with the Special Committee in the formulation and execution of the Plan.
FINOVA shall keep the Berkadia Liaison informed and shall request his advice and
assistance,  in  each  case on a  timely  basis,  as to all  material  acts  and
decisions of FINOVA with  respect to the  management  of the asset  portfolio of
FCC.  Nothing  contained  in this  Agreement  shall  preclude  the Board and the
Special Committee from considering, acting upon or making decisions with respect
to proposals for alternatives to the Plan.

          (b)  Following  the  effective  date of the  Plan,  Leucadia  shall be
responsible for the general management of the Company,  subject to the authority
of the Board,  and shall  provide to the Company,  the Chairman of the Board and
President of the Company and such other  officers,  if any, as shall be mutually
determined between Leucadia and the Company.

          4.  PERSONNEL.  Leucadia  shall  provide a portion of the time of such
executive  officers  of Leucadia  and its  subsidiaries  as Leucadia  reasonably
determines is necessary to carry out the services  specified herein.  The number
of  persons  providing  services  at any one time and the  number of hours  such
persons devote to the services  specified herein shall not be fixed but shall at

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all times be  adequate to  properly  and  promptly  perform  and  discharge  the
specified services, it being understood that acting as Berkadia Liaison shall be
Mr. Hershfield's  principal  professional activity through the effective date of
the Plan.

     The  persons  provided  by  Leucadia  hereunder  shall for all  purposes be
employees of Leucadia.  Neither  Leucadia  nor Leucadia  International  shall be
entitled to receive any additional compensation for services rendered under this
Agreement  other than the payments set forth in paragraph 2 above,  but shall be
reimbursed for all reasonable out of pocket expenses, including reimbursement of
travel expenses.  Nothing herein shall prevent, however, any individual provided
hereunder  from  becoming an elected or appointed  officer or director of FINOVA
and enjoying the benefits (other than  compensation)  afforded to any persons in
any such position.

          5. OFFICE SPACE, EQUIPMENT AND SUPPLIES,  ETC. FINOVA shall provide to
Leucadia  and  its  personnel  provided  hereunder  office  space,   secretarial
services,  equipment  and  supplies,  telephone,  telefax  and  related  support
facilities to the extent available at FINOVA's regular work locations.

          6. MUTUAL  OBLIGATIONS.  In addition to their other  obligations under
this  Agreement,  each of FINOVA and Leucadia shall  cooperate with the other in
the preparation of the Plan and in matters  relating to the  confirmation of the
Plan. The parties hereto also shall keep each other fully and promptly  informed
of  developments  in  FINOVA's  and  FCC's  businesses  and   relationships  and
discussions  and  negotiations  with or affecting  their  respective  creditors,
including any notices from their  respective  lenders,  suppliers or advisors or
any notices from any third party  related to their  respective  creditors.  Upon
execution of this Agreement,  Leucadia shall be entitled to name three designees
(or  alternate  designees  for any designee that can not attend a meeting of the
Board) each of whom is mutually  acceptable  to FINOVA and Leucadia as observers
to the Board and, in such capacity,  each such designee (or his named alternate)
(i) shall receive from FINOVA all communications with the Board at the same time
sent to all  members  of the  Board and (ii)  shall be  entitled  to attend  all
meetings of the Board (whether  telephonic or in person) and to receive  reports
of  any  meetings  (whether  telephonic  or in  person)  of the  Board  promptly
following such meetings not attended by such designee;  provided,  however, that
if the Board  believes  that the  Leucadia  designees  should be  excluded  from
deliberations on or being present during voting with respect to any proposal for
an alternative to the Plan, the Leucadia  designees shall remove themselves from
any such meeting.  FINOVA agrees that prior to confirmation of the Plan,  FINOVA
and its subsidiaries  will carry on their respective  businesses in the ordinary
course of business in  compliance in all material  respects with all  applicable
laws and in accordance with Annex A hereto.

          7. COMPANY EXPENSES. FINOVA will continue to bear the cost and expense
of its own  employees,  including  their salary,  travel,  entertainment,  other
business and benefit expenses.

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          8. BANKRUPTCY COURT APPROVAL. If the Bankruptcy Court does not approve
this Agreement on or before the day an order is issued by the  Bankruptcy  Court
approving a  disclosure  statement  for the  Company and FCC (which  shall be no
later than July 6, 2001),  this Agreement will  automatically  terminate  unless
termination is  specifically  waived by Leucadia in writing.  The Company agrees
that it will use its best efforts to obtain  Bankruptcy  Court  approval of this
Agreement in a timely manner. If the Agreement is not approved by the Bankruptcy
Court, the $8 million Annual Management Fee paid to Leucadia  International upon
execution of this Agreement  shall be deemed to be fully earned upon its payment
and shall not be refundable to the Company upon termination of this Agreement.

          9.  TERMINATION.  If (i) the Commitment Letter is terminated or (ii) a
plan of  reorganization  other  than  the  Plan is  confirmed  by  order  of the
Bankruptcy  Court,  then  Leucadia  and the Company each shall have the right to
terminate this Agreement.  Any  termination  shall be upon not less than 30 days
prior written notice given by the  terminating  party to the other party to this
Agreement.  However, any termination (whether under this paragraph or otherwise)
shall not relieve FINOVA of its obligation to pay to Leucadia  International the
portion  of the  Management  Fee,  if any,  that has  been  earned  through  the
termination date but has not been paid to Leucadia  International as of the date
of such termination and any unpaid Management Fee due to the date of termination
shall be paid to Leucadia International in one payment, in immediately available
funds,  upon  the  effective  date  of  such  termination.  Notwithstanding  the
foregoing,  the $8 million Annual Management Fee paid to Leucadia  International
upon  execution  of this  Agreement  shall be deemed to be fully earned upon its
payment and shall not be  refundable  to the Company  upon  termination  of this
Agreement.

          10. GOVERNING LAW. This Agreement shall be governed in accordance with
the laws of the State of New York.

          11. ASSIGNMENT.  Neither party may assign this Agreement or any of its
rights or duties hereunder, except that Manager may assign this Agreement to any
entity that is controlled by, controlling or under common control with Leucadia.

          12.  NOTICES.  Services of all notices,  if any,  under this Agreement
shall be sufficient if given  personally or sent by certified,  registered mail,
return receipt requested, or telefax to the addresses set forth below:

     If to Company, at:

               The FINOVA Group Inc.
               4800 North Scottsdale Road
               Scottsdale, Arizona 85251-7623
               Attention: William Hallinan, President and Chief
                          Executive Officer, General Counsel and Secretary
               Facsimile No.:  (480) 636-4949

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               with a copy (which shall not constitute notice) to:

               Gibson, Dunn & Crutcher LLP
               333 South Grand Avenue
               Los Angeles, California 90071-3197
               Attention:  Andrew E. Bogen, Esq.
               Facsimile No.: (213) 229-7520

     If to Manager or Leucadia International, at:

               Leucadia National Corporation
               315 Park Avenue South
               New York, New York  10010
               Attention:  Joseph S. Steinberg, President
               Facsimile No.:  (212) 598-4869

               with a copy (which shall not constitute notice) to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue
               New York, New York  10153
               Attention:  Stephen E. Jacobs, Esq.
               Facsimile No:  (212) 310-8007

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall
be  deemed to have  been  duly  given or served on the date on which  personally
delivered,  with  receipt  acknowledged,  telecopied  and  confirmed by telecopy
answerback or three  Business  Days after the same shall have been  deposited in
the United States mail.

          13. ENTIRE  AGREEMENT.  This Agreement  supercedes in its entirety the
Management  Services  Agreement  dated as of  February  26,  2001 among  FINOVA,
Leucadia and Leucadia International.

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     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amended and
Restated  Management  Services  Agreement to be duly  executed on the date first
written above.

                                        THE FINOVA GROUP INC.


                                        By: /s/ William J. Hallinan
                                            ------------------------------------
                                            Name: William J. Hallinan
                                            Title: President and Chief
                                                   Executive Officer


                                        LEUCADIA NATIONAL CORPORATION

                                        By: /s/ Joseph A. Orlando
                                            ------------------------------------
                                            Name: Joseph A. Orlando
                                            Title: Vice President


                                        LEUCADIA INTERNATIONAL CORPORATION

                                        By: /s/ Philip M. Cannella
                                            ------------------------------------
                                            Name: Philip M. Cannella
                                            Title: Vice President

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                                                                         Annex A


     Except as  otherwise  expressly  permitted  or required by the terms of the
Plan or as otherwise expressly  contemplated by this Management Agreement or the
Commitment Letter,  during the period from the date of the Management  Agreement
to entry of a final  order of the  Bankruptcy  Court  confirming  the Plan,  the
Company shall not, and shall cause any of its  subsidiaries  not to, without the
written  consent of Manager,  which  decision  regarding  consents shall be made
promptly (in light of its  circumstances)  after receipt of notice  seeking such
consent:

               (i)  amend  its  certificate  of  incorporation,  bylaws or other
          comparable  organizational documents or those of any subsidiary of the
          Company;

               (ii)  except  (A)  pursuant  to the  exercise  or  conversion  of
          outstanding  securities,  (B) for  issuances  of Common Stock upon the
          exercise  of  outstanding  options  under  the  benefit  plans  of the
          Company,  (C) in connection with other awards  outstanding on the date
          of this  Management  Agreement  under any  benefit  plan,  or (D) upon
          conversion  of TOPrS,  redeem or  otherwise  acquire any shares of its
          capital stock, or issue or sell any securities  (including  securities
          convertible into or exchangeable for any shares of its capital stock),
          or grant any  option,  warrant or right  relating to any shares of its
          capital  stock,  or split,  combine or  reclassify  any of its capital
          stock or issue any  securities  in  exchange  or in  substitution  for
          shares of its capital stock;

               (iii) make any material amendment to any existing,  or enter into
          any new,  employment,  consulting,  severance,  change in  control  or
          similar  agreement,  or establish any new  compensation  or benefit or
          commission plans or arrangements for directors or employees,  or amend
          or agree to amend any existing benefit plan;

               (iv) other than in connection  with  foreclosures in the ordinary
          course of business and mergers or  consolidations  among  wholly-owned
          subsidiaries of the Company, merge, amalgamate or consolidate with any
          other entity in any transaction,  sell all or any substantial  portion
          of its business or assets,  or acquire all or substantially all of the
          business or assets of any other person;

               (v) enter into any plan of  reorganization  or  recapitalization,
          dissolution or liquidation of the Company;

               (vi)  declare,  set  aside or make  any  dividends,  payments  or
          distributions  in cash,  securities or property to the stockholders of
          the Company in respect of any capital stock of the Company;

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               (vii) except for borrowings  under credit  facilities or lines of
          credit existing on the date hereof,  incur or assume any  indebtedness
          of the Company or any of its subsidiaries,  except indebtedness of the
          Company or any of its subsidiaries  incurred in the ordinary course of
          business;

               (viii) take any action  that would have a material  impact on the
          consolidated  federal  income tax return  filed by the  Company as the
          common parent, make or rescind any express or deemed material election
          relating to taxes,  settle or compromise any material  claim,  action,
          suit, litigation,  proceeding,  arbitration,  investigation,  audit or
          controversy  relating to taxes,  enter into any  material  tax ruling,
          agreement, contract, arrangement or plan, file any amended tax return,
          or, except as required by applicable law or GAAP or in accordance with
          past  practices,  make any material change in any method of accounting
          (whether for taxes or  otherwise)  or make any material  change in any
          tax or accounting practice or policy;

               (ix) enter into any contract,  understanding  or commitment  that
          restrains,  restricts, limits or impedes the ability of the Company or
          any of its subsidiaries,  or the ability of Leucadia,  to compete with
          or conduct any business or line of business in any geographic area;

               (x) enter into,  or amend the terms of, any contract  relating to
          interest rate swaps,  caps or other hedging or derivative  instruments
          relating to indebtedness of the Company or any of its subsidiaries; or

agree or commit, whether in writing or otherwise, to do any of the foregoing.

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