THE FINOVA GROUP INC.
                   2000-2002 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 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
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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 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.
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     (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.

     (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.
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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.

(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
<PAGE>
                  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  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
<PAGE>
                  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 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.
<PAGE>
     (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.