Exhibit 10.A

                          LEUCADIA NATIONAL CORPORATION
                              315 Park Avenue South
                             New York, NY 10010-3679


November 10, 2000

The FINOVA Group Inc.
4800 North Scottsdale Road
Scottsdale, Arizona 85251

Gentlemen:

     This letter  agreement  sets forth the  principal  terms and  conditions on
which  Leucadia  National  Corporation  or a  subsidiary  ("Leucadia")  would be
willing to invest up to $350 million in The FINOVA Group Inc. ("Finova").

     1. PREFERRED STOCK INVESTMENT.  Leucadia will purchase 10 million shares of
a new series of  convertible  preferred  stock of Finova at a purchase  price of
$25.00 per share (the "PIK  Preferred  Stock").  The principal  terms of the PIK
Preferred Stock will be as follows:

     (a)  FIVE YEAR PAY-IN-KIND:  Cumulative dividends will be payable quarterly
          in  additional  shares of PIK  Preferred  Stock at the rate of 14% per
          annum during the first five years after issuance.
     (b)  COUPON:  Beginning in the sixth year, at Finova's  option,  cumulative
          dividends will be payable quarterly either:  (i) in cash, in an amount
          equal to the  greater of: (x) a rate of 14% per annum or (y) ten times
          the amount of any cash  dividend  paid or payable  per share of Common
          Stock; or (ii) in additional shares of PIK Preferred Stock at the rate
          of 14% per annum.
     (c)  CONVERSION:   For  a  period  from  June  30,  2006  until  the  tenth
          anniversary of the date of issuance of the PIK Preferred  Stock,  each
          share of PIK Preferred Stock will be convertible, at the option of the
          holder, into ten shares of Common Stock at a conversion price of $2.50
          per share of Common Stock  (which  number and price will be subject to
          normal anti-dilution adjustments).
     (d)  VOTING: The PIK Preferred Stock will vote as one class with the common
          stock and will have twenty (20) votes per PIK  Preferred  Stock share,
          subject to New York Stock Exchange approval,  or such lesser number of
          votes (but not less than ten votes) per PIK  Preferred  Share,  as the
          New York Stock Exchange requires.
     (e)  PREFERENCE  RIGHTS:  The PIK  Preferred  Stock will have a liquidation
          preference  of $25.00 per share,  plus  accrued  but unpaid  dividends
          thereon.
     (f)  REGISTRATION  RIGHTS:  The PIK  Preferred  Stock will be  entitled  to
          demand and incidental registration rights.

     2. RIGHTS OFFERING.  As soon as practicable after the closing,  Finova will
conduct a rights offering  whereby  existing  shareholders  will be permitted to
purchase up to 6 million shares of PIK Preferred  Stock at a price of $25.00 per
share ($150 million aggregate).  The rights shall be transferable,  and Leucadia
shall act as standby underwriter of the offering with respect to $100 million of
the offering. As compensation for agreeing to act as standby underwriter, Finova
will pay Leucadia $ 5 million upon distribution of the rights.
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 2


     3. LEUCADIA  WARRANT.  Leucadia will receive a ten-year warrant to purchase
for an aggregate  exercise price of $125 million such number of shares of Common
Stock  that  will  represent  20% of the  outstanding  shares  of  Common  Stock
immediately  after exercise,  assuming for the purposes of such  calculation the
conversion  and  exercise  of all  outstanding  securities  which are or will be
convertible  or  exercisable  into  shares  of  Common  Stock  (other  than  any
securities  issued or issuable in a merger,  acquisition or public  offering for
cash at fair value, in respect of "out of the money" employee and director stock
options,  in respect of trust originated  preferred  securities issued by FINOVA
Finance  Trust  ("TOPrS"),  or as may  otherwise  be agreed to by  Leucadia  and
Finova), and taking into account the exercise of the Leucadia Warrant itself.

     4. SHARING OF "UPSIDE" AND  "DOWNSIDE" OF CERTAIN  COLLECTIONS.  The Common
Stockholders,  on the one hand,  and holders of PIK  Preferred  Stock and of the
Leucadia  Warrant  (collectively,  the "Other  Equity") on the other hand,  will
share in the collection,  based on a December 31, 2005 measurement  date, of the
(i) gross Investment in Financing Transactions as reflected on Finova's June 30,
2000 consolidated balance sheet (the "June 30 Balance Sheet"),  (ii) Investments
as reflected on the June 30 Balance Sheet,  (iii) Offlease Aircraft as reflected
in the  June  30,  2000  Balance  Sheet  and (iv)  the  amount  of any  unfunded
commitments  existing  as of June 30, 2000 to the extent  such  commitments  are
ultimately funded (collectively, the "Portfolio") in such amount that will yield
50% of the Sharing  Amount (as defined  below)  being  attributed  to the Common
Stockholders and 50% of the Sharing Amount being attributed to the Other Equity.
The amount to be shared (the  "Sharing  Amount")  will be $780  million PLUS the
after tax gain, if any, or MINUS the after tax loss, if any, (in each case using
a 40% tax rate) actually  realized in the  collection of the  Portfolio.  If the
Sharing Amount is negative, it will be grossed-up by dividing the Sharing Amount
by 60%. For purposes of determining  the Sharing  Amount,  unrealized  gains and
unrealized  losses on the  balance of the  Portfolio  remaining  outstanding  at
December  31, 2005 will be  estimated  by the Board of  Directors  of Finova and
approved by a majority of the directors unaffiliated with Leucadia. The Board of
Directors will determine the form of the distribution to securityholders,  which
will be payable by May 31, 2006 to Common Stockholders, if the Sharing Amount is
a positive  number,  or to the Other Equity holders,  if the Sharing Amount is a
negative number.

     Once the Sharing Amount has been  determined,  if it is a positive  number,
the  Sharing  Amount  to be  distributed  (the  "Distribution")  to  the  Common
Stockholders   shall  be  in  an  amount,   which,   together  with  the  Common
Stockholders'  equity  interest in the Company  MULTIPLIED by the  undistributed
portion of the Sharing  Amount  remaining in the Company,  will equal 50% of the
Sharing Amount. A recipient's equity interest in the Company shall be determined
on a common stock equivalent basis.

     If the Sharing Amount is a negative  number,  the Distribution to the Other
Equity holders shall be in an amount which,  when the Distribution is subtracted
from the product of (x) the Other Equity holders' equity interest in the Company
MULTIPLIED  BY (y) the sum of (i) the Sharing  Amount  (expressed  as a positive
number)  PLUS  (ii) the  Distribution,  will  equal  50% of the  Sharing  Amount
(expressed as a positive number).
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 3


     Any  Distribution  Amount to be paid to the Other  Equity  holders  will be
allocated  pro rata to the relative  equity  interests in the Company of the PIK
Preferred Stockholders and the Leucadia Warrant holder.

     5.  REFINANCING  OF  EXISTING  BANK  DEBT.  Leucadia's  offer and  Finova's
acceptance is contingent upon Leucadia and the Company  completing a refinancing
or  restructuring  with the  Company's  lenders of the existing  $4.7 billion in
outstanding bank debt (the  "Refinancing") upon terms acceptable to Leucadia and
the Company. Promptly following execution of this agreement,  Finova will notify
the Banks of this agreement and request the Banks to commence such  negotiation.
Simultaneously  with the Bank  negotiations,  Leucadia and Finova will  commence
negotiations of a mutually acceptable  definitive  agreement with respect to the
Preferred  Stock  Investment and the other matters  outlined in this  agreement,
which shall contain normal and customary representations,  covenants, conditions
and indemnities.

     6. ADDITIONAL CONDITIONS TO CONSUMMATION OF THE PREFERRED STOCK INVESTMENT.
The  obligation  of  Leucadia  and  Finova to  consummate  the  Preferred  Stock
Investment,  in addition to  customary  closing  conditions,  will be subject to
receipt  of  required   regulatory   approvals   (including  the  expiration  or
termination  of any  waiting  periods  under  the  Hart-Scott-Rodino  Anti-trust
Improvements  Act of 1976,  as  amended),  exemption of Leucadia  from  Finova's
existing  rights  plan,  approval  by the Board of  Directors  of Finova of each
element of the transaction  with Leucadia for purposes of Article IX of Finova's
Certificate  of  Incorporation,  and  the  absence  of  any  applicable  law  or
regulation and no judgment, injunction, order or decree prohibiting consummation
of the  Preferred  Stock  Investment  and the  other  transactions  contemplated
hereby.

     The parties hereto agree to fully  cooperate to promptly make all requisite
regulatory filings and to work together to obtain required regulatory approvals.

     7. EXCLUSIVITY. To allow time for negotiation of the Refinancing,  from and
after the date hereof until the termination of exclusivity pursuant to the terms
of this agreement and except as expressly permitted by the following  provisions
of this  paragraph,  Finova  shall not,  directly  or  indirectly,  through  any
representative or otherwise, solicit or entertain offers from, negotiate with or
in any manner encourage,  discuss,  accept or consider (including furnishing any
information  to any other  party)  any  proposal  of any other  person or entity
relating to (i) any merger,  consolidation,  share  exchange,  recapitalization,
business  combination  or other  similar  transaction,  (ii) any sale,  lease or
exchange,  mortgage, pledge, transfer or other disposition of 20% or more of the
assets of Finova,  in a single  transaction  or in a series of  transactions  or
(iii) any tender offer,  exchange offer for securities of Finova or any purchase
or other  acquisition  of  beneficial  ownership of 20% or more of the equity of
Finova (or securities  convertible into 20% or more of the equity of Finova) (an
"Acquisition  Proposal");  provided,  however,  that  nothing  contained in this
paragraph shall prohibit Finova's Board of Directors from furnishing information
to, or entering into discussions or negotiations  with, any person that makes an
unsolicited  bona fide,  fully  financed,  written  Acquisition  Proposal  which
relates to the  acquisition  by  another  entity of all of the equity of Finova,
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 4


whether by merger, tender offer or otherwise, if and only to the extent that (A)
Finova's Board of Directors,  after consultation with independent legal counsel,
determines  in good faith that such action is necessary  for  Finova's  Board of
Directors to comply with its  fiduciary  duties to Finova's  stockholders  under
applicable  law, (B) Finova's Board of Directors  determines in good faith after
consultation  with a nationally  recognized expert with experience in appraising
the terms and conditions of such  unsolicited  Acquisition  Proposal,  that such
unsolicited  Acquisition  Proposal  after  taking  into  account  the  strategic
benefits to be derived from the  transaction  with  Leucadia  and the  long-term
prospects  of  Finova,  would,  if  consummated,  result in a  transaction  more
favorable to Finova's stockholders from a financial point of view (any such more
favorable  bona fide  unsolicited  Acquisition  Proposal  being referred to as a
"Superior Proposal"),  (C) the meeting of Finova's stockholders,  if required to
consummate the transaction with Leucadia,  shall not have occurred and (D) prior
to taking such action,  Finova (i) notifies Leucadia of any Acquisition Proposal
(including,  without  limitation,  the material terms and conditions thereof and
the  identity  of the person  making the  Acquisition  Proposal)  as promptly as
practicable  (but in no case later than 24 hours) after  receipt  thereof,  (ii)
provides  Leucadia  with  a copy  of any  written  Acquisition  Proposal,  (iii)
thereafter informs Leucadia on a prompt basis of the status of any discussion or
negotiations  with such a third party and any material  changes to the terms and
conditions of such Acquisition Proposal,  (iv) promptly gives Leucadia a copy of
any  information  delivered  to such person which has not been  previously  been
reviewed  by   Leucadia   and  (v)   receives   from  such  person  an  executed
confidentiality  agreement  in  reasonably  customary  form  and  in  any  event
containing terms at least as stringent as those contained in the confidentiality
agreement to which  Leucadia is a party.  Finova agrees to notify any investment
banker  or other  representative  of the  substance  of this  agreement  for the
purpose of terminating any solicitation efforts that previously took place.

     The  exclusivity  provision  of this  agreement  (but not the  break up fee
provision of this  agreement)  shall expire (i) if a definitive  agreement  with
respect to the Preferred Stock Investment is not executed by Finova and Leucadia
by December 8, 2000; (ii) if a term sheet for the Refinancing  (which shall have
been agreed to by Finova and  Leucadia)  (the "Term  Sheet") is not presented to
the agent  banks for  Finova's  outstanding  bank debt (the  "Agent  Banks")  by
December 20, 2000; and (iii) if the Agent Banks do not recommend approval of the
Term  Sheet  (as such  Term  Sheet  may be  amended  from  time to time with the
approval of Finova and Leucadia) to the lenders by February 27, 2001.

     8.  BREAK UP FEE.  If Finova  accepts  an offer  from any party  other than
Leucadia relating to an Acquisition  Proposal whether through direct purchase of
stock or assets,  merger,  consolidation or otherwise,  within one year from the
date of this  agreement,  then  Finova  shall  pay to  Leucadia  in  immediately
available funds, at Leucadia's option,  either (i) $15 million or (ii) an amount
equal to the  product  of 3  million  multiplied  by the  excess of (x) the fair
market value of the  consideration  to be paid for each share of Common Stock of
Finova pursuant to such Acquisition Proposal over (y) $2.50.

     9.  STOCKHOLDER  APPROVAL.  If Finova  stockholder  approval is required in
order to implement  the actions  contemplated  by this  agreement,  the Board of
Directors of Finova shall  recommend  that  stockholders  approve the  Preferred
Stock Investment;  provided,  however, that the Board of Directors of Finova may
withdraw  such  recommendation  if  Finova  enters  into  an  agreement  for  an
Acquisition  Proposal  which complies with the provisions of paragraph 7 of this
Agreement. If such stockholder approval is not received,  Leucadia shall receive
the break-up fee.
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 5


     10.  ACCESS TO  INFORMATION.  From and  after  the date of this  agreement,
Finova will provide Leucadia with complete access to Finova's facilities,  books
and records,  and personnel.  The parties shall make their respective  personnel
available  to each other in  Phoenix,  Arizona  or New York,  New York and shall
cause their  personnel to cooperate  with the other in  establishing  a mutually
acceptable plan for the Refinancing.

     11.  NO  EXTRAORDINARY  TRANSACTIONS.  During  the term of the  exclusivity
period of this agreement,  Finova agrees that,  without the consent of Leucadia,
except  in the  ordinary  course of  business,  Finova  will not enter  into any
agreement for or take any action related to (i) the sale of assets,(ii) the sale
of securities,  (iii) any financings or refinancings,  (iv) any  reorganization,
recapitalization,  dissolution  or  liquidation  of  Finova,  (v)  the  material
amendment to any existing,  or entering into any new,  employment,  severance or
other employee benefit  arrangements or (vi) other material  matters;  PROVIDED,
HOWEVER,  that Finova may enter into an agreement  for an  Acquisition  Proposal
which complies with the provisions of paragraph 7 of this agreement.

     12.  BOARD  REPRESENTATION.   Upon  consummation  of  the  Preferred  Stock
Investment,  designees  of Leucadia  shall have six seats out of the  ten-member
Board of Directors,  which designees shall be distributed evenly among the three
classes of members of the Board of  Directors.  Finova  will take all  necessary
corporate  action to  increase  the size of its Board of  Directors  to ten (10)
members and obtain all necessary  resignations for existing  directors to enable
the Leucadia designees to be appointed to the Board of Directors.

     13.  MANAGEMENT FEE. Upon  consummation of the Preferred Stock  Investment,
Leucadia  will  receive  a  management  fee  of $5  million  per  year,  payable
quarterly,  for a period of five years from  consummation of the Preferred Stock
Investment.

     14. NO PUBLIC  DISCLOSURE.  Except as may be required  by law,  without the
prior  consent of the other  party,  neither  Leucadia nor Finova shall make any
public  announcement  with respect to, or otherwise  disclose,  the existence of
this letter or the terms of the possible transaction.

     15. COSTS AND EXPENSES. All costs and expenses (including legal, accounting
and other  advisory fees and  disbursements)  incurred in  connection  with this
Agreement,  the  conduct of any due  diligence  review and the  preparation  and
delivery of the definitive  agreements and related  documentation shall be borne
by Leucadia to the extent incurred by it and by Finova to the extent incurred by
it.

     16. GOVERNING LAW; MISCELLANEOUS.  This Agreement shall be governed by, and
construed in accordance  with the laws of the State of New York.  This Agreement
supercedes  all prior  discussions  and  correspondence  between the parties and
their affiliates in respect of the transactions described herein. This Agreement
may  only be  amended  by a  written  instrument  signed  by the  parties.  This
Agreement  may not be assigned by the parties  without the prior  consent of the
other parties.
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 6


     17. SPECIFIC  PERFORMANCE;  EQUITABLE RELIEF.  The parties agree that their
remedies for any breach of this Agreement include, without limitation,  specific
performance and injunctive relief.
<PAGE>
The FINOVA Group Inc.
November 10, 2000
Page 7


     Please  acknowledge  by your  signature  below  that you wish to proceed in
accordance with the terms of this proposal and that you agree to be bound by the
terms of this agreement.


                                          Very truly yours,


                                          LEUCADIA NATIONAL CORPORATION


                                          By: /s/ Joseph S. Steinberg
                                             -----------------------------------
                                             Name: Joseph S. Steinberg
                                             Title: President

Accepted and Agreed To:

THE FINOVA GROUP INC.

By: /s/ Matthew M. Breyne
   -----------------------------------
   Name: Matthew M. Breyne
   Title: President and Chief Executive Officer

Date: November 10, 2000
     ---------------------------------