10.B Executive Retention Plan - Resolution adopted by the Human Resources
     Committee on May 26, 2000

          RESOLVED, that an executive cash retention plan for the benefit of the
     senior executives of this Corporation and its subsidiaries, substantially
     in the form attached hereto (the "Retention Plan") is hereby approved;

          FURTHER RESOLVED, that each of the President and Chief Executive
     Officer, the Senior Vice President-Human Resources and the Secretary or any
     Assistant Secretary are individually authorized to cause this Corporation
     and its subsidiaries to implement the Retention Plan and to execute,
     deliver and enter into any other necessary agreements, undertakings,
     documents or other instruments necessary or desirable in connection with
     the implementation of the Retention Plan, (together with such changes, if
     any, as are approved in writing by the Chair of this Committee) and to
     perform or to cause this Corporation and its subsidiaries to perform any
     act or thing in connection with the Retention Plan; and

          FURTHER RESOLVED, that such officers are individually authorized to
     effect further changes, additions or deletions to the terms of the
     Retention Plan as such officers, or any one or more of them, deem necessary
     or appropriate for the full implementation of the Retention Plan as
     approved.
<PAGE>
DESIGN

Cash payable upon the earlier of (i) involuntary termination or six months
following a Change of Control (as defined in the summary attached hereto) or
(ii) 24 months from the time of grant:

     -    Provides six-month period of stability following the Change of
          Control.

     -    Provides 24-month retention of team in the event that no Change of
          Control occurs.

     -    Award payable upon an involuntary termination not for "cause" (as
          defined in the summary attached hereto) or for "good reason".

     -    Awards paid pro-rata on death or long-term disability.

     -    Good reason termination limited to:

          -    Reduction in base pay; or
          -    Being required to move more than 30 miles.

AWARDS AND DISTRIBUTION

The Company shall fund a cash pool to pay the Awards as follows:

EXECUTIVE                                                       AWARD
---------                                                       -----
Breyne                                                        $3,000,000
Bonano                                                        $2,000,000
Fields                                                        $2,000,000
Korte                                                         $2,000,000
Smalis                                                        $2,000,000
Hallinan                                                      $2,000,000
Marszowski                                                    $2,000,000
Bruns                                                         $1,000,000
Roche                                                         $1,000,000
Smythe                                                        $1,000,000
Tashlik                                                       $1,000,000
Webster                                                       $1,000,000
TOTAL                                                        $20,000,000
<PAGE>
This summary is intended to explain the attached definitions in plain English.
The terms of the plan will control in case of any conflicts with this summary.

A CHANGE OF CONTROL occurs if any of the following events occurs:

     1. If a person or group of persons acting together acquire more than 20% of
FINOVA's common stock or total voting interest, unless (1) those shares were
bought or sold by FINOVA itself or one of its benefit plans, or (2) the purchase
is made by a corporation that satisfies the exception noted after item 3.

     2. A majority of the members of our Board of Directors cease to remain as
directors, although replacement members approved by the current Board members
will not trigger this provision.

     3. If our shareowners approve a merger, reorganization, sale of all or most
of our assets, unless the following exception is satisfied.

          EXCEPTION TO ITEMS 1 AND 3:

          A    Change of Control will not have occurred in items 1 or 3 if all
               of the following conditions are satisfied:

               a.   Our shareowners just before the Change of Control continue
                    to own at least 60% of our stock or voting interests in
                    approximately the same proportion as before.

               b.   No person or group of related persons own 20% or more of our
                    shares or voting interests.

               c.   Our Board members (including approved replacement members as
                    noted above) continue to represent a majority of the
                    resulting Board.

     4. If our shareowners approve a complete liquidation or dissolution of
FINOVA.


CAUSE exists if any of the following events occur:

     1. You fail to perform your duties after a written demand to perform is
delivered to you that identifies the performance issues.

     2. You willfully engage in illegal conduct or gross misconduct that could
injure FINOVA. Willful conduct requires that you have acted in bad faith or
without reasonable belief that the conduct is in FINOVA's best interests.
<PAGE>
          DEFINITION OF CHANGE OF CONTROL: For purposes of this Plan, a "Change
of Control" shall mean any of the following events:

     (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 Corporation (the "Outstanding Corporation
          Common Stock") or (ii) the combined voting power of the then
          outstanding voting securities of the Corporation entitled to vote
          generally in the election of directors (the "Outstanding Corporation
          Voting Securities"); provided, however, that for purposes of this
          subsection (a), the following acquisition shall not constitute a
          Change of Control: (i) any acquisition directly from the Corporation,
          (ii) any acquisition by the Corporation 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 Corporation,
          (iii) any acquisition by any employee benefit plan (or related trust)
          sponsored or maintained by the Corporation or any corporation
          controlled by the Corporation or (iv) any acquisition by any
          corporation pursuant to a transaction which complies with clauses (i),
          (ii) and (iii) of subsection (c) of this Section 4; 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 Corporation's shareholders, was approved by a vote
          of at least a majority of the directors then comprising the Incumbent
          Board shall be considered as through 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 Corporation of a reorganization,
          merger or consolidation or sale or other disposition of all or
          substantially all of the assets of the Corporation (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 Corporation Common Stock and Outstanding Corporation
          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 Corporation or all or substantially all of
          the Corporation'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 Corporation Common Stock and Outstanding Corporation
          Voting Securities, as the case may be, (ii) no Person (excluding any
          employee benefit plan (or related trust) of the Corporation 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
<PAGE>
     (d)  approval by the shareholders of the Corporation of a complete
          liquidation or dissolution of the Corporation.

     DEFINITION OF CAUSE:

     (a)  For purposes of this Plan, "cause" shall mean:

          (i)  the willful and continued failure of the Executive to perform
               substantially the Executive's duties with the Corporation 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 Executive
               by the Board or the Chief Executive Officer of the Corporation
               which specifically identifies the manner in which the Board or
               Chief Executive Officer believes that the Executive has not
               substantially performed the Executive's duties, or

          (ii) the willful engaging by the Executive in illegal conduct or gross
               misconduct which is materially and demonstrably injurious to the
               Corporation. For purposes of this provision, no act or failure to
               act, on the part of the Executive, shall be considered "willful"
               unless it is done, or omitted to be done, by the Executive in bad
               faith or without reasonable belief that the Executive's action or
               omission was in the best interests of the Corporation. 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 Chief Executive Officer or a senior officer of the
               Corporation or based upon the advise of counsel for the
               Corporation shall be conclusively presumed to be done, or omitted
               to be done, by the Executive in good faith and in the best
               interests of the Corporation. The cessation of employment of the
               Executive shall not be deemed to be for Cause unless and until
               there shall have been delivered to the Executive 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 Executive and the Executive is given an
               opportunity, together with counsel, to be heard before the
               Board), finding that, in the good faith opinion of the Board, the
               Executive is guilty of the conduct described in subparagraph (i)
               or (ii) above, and specifying the particulars thereof in detail.