Exhibit 4

                              The FINOVA Group Inc.

                            1992 STOCK INCENTIVE PLAN
                           (INCLUDING 2000 AMENDMENTS)

          Section 1.     Purpose.

                    A.   Purpose. Through this Plan, FINOVA seeks to attract,
The Plan                 retain and motivate officers, employees and directors.
helps align the          The Plan's incentives helps align their efforts with
interest of our          the profitability of the Company and increases in
executives               shareholder value.
and
shareholders.       B.   Defined Terms. Section 11 contains a Glossary of many
                         defined terms used in this Plan. The Plan defines other
                         terms in the text as they appear.

          Section 2.     Administration of the Plan.

                    A.   Committee. The Human Resources Committee of the Board
                         or any other committee designated by the Board (the
                         "Committee") will administer the Plan, unless otherwise
                         determined by the Board. The Committee must contain at
                         least two Outside Directors. Unless the Committee
                         contains only Outside Directors, it will appoint a
                         subcommittee to act on all Awards to Section 16
                         Officers, except as otherwise permitted by Section
                         162(m). Each Committee member serves at the pleasure of
                         the Board. If no Committee is appointed to administer
                         the Plan, the Board will act in its place.

The                 B.   Powers. The Committee may grant Awards under the Plan
Committee                to officers, employees and directors of the Company and
has broad                its Affiliates. Among other things, and subject to the
powers to                terms of the Plan, the Committee may determine in its
administer the           sole discretion:
Plan.
                         1.   The officers, employees and directors to receive
                              Awards, except Awards to Non-Employee Directors
                              can only be made as permitted by Section 7;

                         2.   The timing and form of each Award, including
                              Options (ISOs or NQs), Restricted Stock (including
                              PBRS), Stock Appreciation Rights, or any
                              combination thereof;

                         3.   The number of Shares underlying an Award;

                         4.   The terms of any Award, including any exercise
                              price, vesting restriction (including vesting or
                              lapse of restrictions in installments),
                              forfeiture, expiration date, or conditions for
                              exercise;

                         5.   Any performance goals or conditions to be
                              satisfied in connection
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                              with an Award, including goals based on the
                              performance of the individual, Company or any
                              Affiliate, division or department;

                         6.   Whether and how to adjust the terms of any Award
                              at any time, in whole or in part, including
                              accelerating the vesting or exercisability,
                              changing the number of Shares subject to the
                              Award, changing the performance goals or
                              measurements for performance-based Awards, or
                              waiving or relaxing any term;

                         7.   Whether and how to defer Shares and other amounts
                              payable on an Award;

                         8.   Whether and how amounts due for any Award may be
                              settled in cash, Shares or otherwise;

                         9.   Whether and how an Award may be transferred to
                              other persons or entities, before or after
                              vesting; the Committee may permit transfer of
                              outstanding as well as future Awards; and

                         10.  Whether and how to cash out all or part of an
                              Award or its underlying Shares by paying the
                              holder the difference, in cash or Stock, between
                              the Fair Market Value over the exercise price
                              times the number of Shares to be cashed out.

                    B.   Agreements/Notice of Awards. Awards will be evidenced
                         by written agreements, the terms and provisions of
                         which may differ. The Company will deliver a copy of
                         the agreement promptly following the grant. The Company
                         may sign the agreements by facsimile signature.

                    C.   Administration of the Plan. The Committee will
                         supervise the administration of the Plan. It may adopt,
                         alter and repeal administrative rules, guidelines and
                         practices for the Plan. It may interpret the Plan and
                         the terms of any Award and related agreement.
The
Committee           D.   Committee Action/Delegation. The Committee may act only
may delegate             by a majority of its then-current members, except it
certain matters.         may: (1) delegate to one or more officers of the
                         Company or its Affiliates the authority to make
                         decisions permitted under the Plan and by law, (2)
                         authorize a subcommittee to act in its place if
                         consistent with the Plan and law, and (3) authorize one
                         or more of its members or officers of the Company or
                         any Affiliate to execute and deliver documents on
                         behalf of the Committee or any subcommittee. The
                         Committee, however, can not delegate to any officer
                         under (1) above decisions under the Plan with respect
                         to Section 16 Officers. Any other reference in this
                         Plan to the Committee will not preclude any delegated
                         authority permitted by this section.

                    E.   Discretion to Act. The Committee and persons with
                         delegated authority may act in their sole discretion
                         when granting an Award or, if permitted by the Plan,
                         after the grant. All decisions made by the Committee or
                         under delegated authority will be binding on all
                         persons, including the Company and Plan participants.

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          Section 3.     Stock Subject to Plan.

The number of       A.   General Authorization. For Plan years beginning on or
initial                  after January 1, 1997, the Committee may continue to
authorized               grant Awards for Shares in each calendar year
Shares in a              (including partial years) totaling two and one-half
year generally           percent (2.5%) of the Common Stock of the Company
remains the              outstanding as of the first day of that year, subject
same as the              to adjustment as provided in the Plan. Any available
former Plan.             Shares not granted in a year will be available for
                         grant in a future year, but only if those Shares are
                         Awarded to new officers, employees or directors in
                         connection with the merger with or the acquisition of
                         all or substantially all the stock or assets of another
                         corporation or other entity by the Company or its
                         Affiliates. The Committee may award up to 500,000
                         shares of Preferred Stock under the Plan. The Committee
                         may issue Shares authorized and unissued Shares or
                         "treasury Shares" to satisfy any Award.

                    B.   Limitations. Subject to adjustment as provided in the
                         Plan, the Committee may award a maximum of 5,000,000
                         shares of Common Stock as Incentive Stock Options over
                         the life of the Plan, and it may grant Awards for a
                         maximum of 1,000,000 Shares to any one participant in
                         any calendar year. Canceled and replacement Awards for
                         a participant will count against that individual award
                         limitation.

                    C.   Adjustment in Amount. The Shares available under the
                         Plan will be increased by the number of Shares (1) of
Forfeited, unused        Restricted Stock that are forfeited, (2) underlying an
or cashed-out            Option (and related SAR, if any) that terminates for
Shares can be            any reason without being exercised, or (3) underlying a
reused.                  Stock Appreciation Right that is exercised for cash.

                    D.   Change in Corporate Structure. The Committee or Board
                         may adjust or substitute in its discretion the Shares
                         reserved for issuance under the Plan, the number and
                         exercise price of any outstanding Options and SARs, and
                         the number of Shares subject to other Awards in the
                         event of any change in corporate structure of the
                         Company. Those changes include any merger,
                         reorganization, consolidation, recapitalization, stock
                         dividend, stock split, or extraordinary distribution
                         regarding the Stock. The number of Shares subject to an
                         Award, however, must always be a whole number.

          Section 4.     Options.

                    A.   Date of Grant. The grant of an Option occurs on the day
                         the Committee selects the person to participate in the
                         grant, determines the number of Shares subject to the
                         Option, and specifies the terms of the Option.
Options are
NQ's unless         B.   ISOs and NQs. The Committee may award Incentive Stock
designated as            Options only to employees of the Company and its
ISO's.                   subsidiaries (as permitted by Section 422). The Option
                         agreement must note whether the Option is an ISO or NQ.
                         If an Option is not designated as an ISO, or even if so

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                         captioned it does not qualify as an ISO, it will be a
                         Non-Qualified Stock Option. No term of the Plan
                         relating to an Incentive Stock Option can be
                         interpreted, amended or altered, nor can any discretion
                         or authority granted under the Plan be exercised so as
                         to disqualify the Plan under Section 422 or, without
                         the written consent of the option holder, to disqualify
                         his or her ISOs under that section.

                    C.   Terms. Options are subject to the following terms, and
                         such additional terms selected by the Committee:

                         1.   Price. The Committee will state in the Option
                              agreement the Option price (or formula for
                              determining the price) per Share purchasable under
No Options                    that Option. The Option price must be no less than
are awarded                   the Fair Market Value of the Stock on the date of
at less than                  grant.
fair market
value or for             2.   Term. All Options expire no later than 10 years
terms over 10                 after the grant date.
years.
                         3.   Method of Exercise. The Plan and Option agreement
                              determine when holders may exercise all or part of
                              their options. The holder must give the Company
                              written notice stating the number of Shares to be
                              purchased under the Option. The holder must pay
                              the full purchase price for the Shares purchased
                              at the time of exercise. The Company may determine
                              the permitted forms of notice and payment. The
                              Company will not issue any Shares until full
                              payment has been made.

Full payment             4.   Use of Stock for Payment. If approved by the
is due on                     Committee, holders may pay for Options with
Option                        payment in full or unrestricted Stock already
exercise.                     owned by the holder of the same class as the Stock
                              subject to the Option. The Committee may permit
                              payment for an NQ with Restricted Stock of the
                              same class, based on the Fair Market Value of the
                              Stock on the exercise date. In that case, Shares
                              issued under the Option equal to the number of
                              Restricted Shares used will become Restricted
                              Shares with the same terms as the surrendered
                              Restricted Shares, unless the Committee determines
                              otherwise.

The                      5.   Transferability/Restrictions on Transfer. Holders
Committee                     may not transfer options except as permitted by
may permit                    the Committee or this Plan. A holder may transfer
transfer of                   Options by will, the laws of descent and
Awards.                       distribution, or under a domestic relations order
                              (as defined by the Code or by ERISA)
                              (collectively, by "Will"). Except as noted above,
                              all Stock Options are exercisable during the
                              optionee's lifetime only by the optionee or his or
                              her guardian or legal representative. In those
                              events, the term "holder," "optionee," and
                              "participant" include the guardian and legal
                              representative of the optionee and any person or
                              entity receiving an option by Will or permitted
                              transfer. The Committee cannot permit transfer of
                              ISOs other than by Will, unless the transfer would
                              not terminate ISO status.

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                         6.   Termination of Employment. After Termination of
                              Employment, participants may exercise Options, to
Employees                     the extent then exercisable or as accelerated by
may generally                 the Committee, during the periods noted below,
exercise                      unless otherwise permitted by the Committee or the
Options after                 Option Agreement. In no event, however, will the
they leave                    Option be exercisable after expiration of the
FINOVA within                 original Option term. An ISO exercised after the
the following                 exercise periods permitted by the Code will be
periods:                      treated as an NQ.

Death - 1 year                (a)  Death. One year from the date of death. If
Disability - 3                     the optionee dies after Termination of
   years                           Employment during the periods referenced in
Retirement - 3                     Section 4.C.6(b), that period will be
   years                           extended to the extent necessary to permit
Termination                        exercise within one year from the date of
   for Cause -                     death.
   Options expire
Other reasons                 (b)  Disability or Retirement. Three years from
- - 3 months                         the Termination of Employment due to
                                   Disability or Retirement.

                              (c)  Terminations for Cause. The Option will
                                   terminate and will not be exercisable.
                                   "Cause" means (i) conviction of a felony,
                                   (ii) dishonesty in fulfilling one's
                                   employment duties or (iii) willful and
                                   deliberate failure to perform those duties in
                                   any material respect.

                              (d)  Terminations Not for Cause, Death, Disability
                                   or Retirement. Three months from the
                                   Termination of Employment.

                         7.   Cash Out for Change in Control. During the first
                              60 days after a Change in Control (the "Exercise
                              Period"), an optionee may elect, by written notice
                              to the Company, to be paid in cash the Spread for
                              each Share underlying his or her outstanding
                              Options, even if not then exercisable, in lieu of
                              payment of the exercise price for the Options. The
                              payment will be made within 30 days of that
                              notice. The rights under this Section 4.C.7
                              supersede all other provisions of the Plan, but
                              will not exist if the Committee states that at the
                              time of the grant. The "Spread" is the amount the
                              Change in Control Price per Share on the date of
                              election exceeds the exercise price per Share.
                              Section 16 Officers may not make the election
                              provided for by this paragraph for Options granted
                              within 6 months of a Change in Control. In that
                              case, the Options will automatically be canceled
                              in exchange for a cash payment equal to the Spread
                              multiplied by the number of Shares underlying the
                              Options. That payment will be made on the day that
                              is 6 months and 1 day after the grant of the
                              Options.

                         8.   Rights as a  Shareholder.  The holder of an Option
                              will have all the rights of a  shareholder  of the
                              Company   for  that   class  or  series  of  Stock
                              (including, if applicable, the right to vote the

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                              securities  and the  right to  receive  dividends)
                              when the holder gives written  notice of exercise,
                              pays for the Shares and, if  requested,  gives the
                              representation described in Section 10.A.

          Section 5.     Stock Appreciation Rights.

                    A.   Grant and Exercise. The Committee may grant Stock
                         Appreciation Rights with all or part of any Option
                         Award, either at or after the grant (at the time of
                         grant only for ISOs). A Stock Appreciation Right will
                         terminate and not be exercisable on the termination or
                         exercise of the related Option, and vice versa. To
                         exercise an SAR, the holder must surrender the
                         applicable part of the related Option and comply with
                         procedures established by the Committee.

                    B.   Terms. Stock Appreciation Rights are subject to the
                         following terms, and any additional terms selected by
                         the Committee:

                         1.   Same as Options. SARs are exercisable only at the
                              times and to the extent the related Options are
                              exercisable.
Exercise of an
SAR cancels              2.   Payment for SARs. Upon exercise of an SAR, an
the underlying                optionee the Company will pay cash, Shares or both
Option and                    equal to the amount the Fair Market Value of each
vice versa.                   Share exceeds the Option price of the related
                              Option, multiplied by the number of Shares for
                              which the SAR is exercised. The Committee will
                              determine the form of payment.

                         3.   Transferability of SARs. Holders may transfer SARs
                              only to the extent permitted for the underlying
                              Option.

                         4.   Cash Out for Change in Control. The provisions of
                              Section 4.C.7 also apply to SARs.

          Section 6.     Restricted Stock.

                    A.   Section 16 Officers. Unless otherwise provided by the
                         Committee, awards of Restricted Stock to Section 16
PBRS Awards              Officers will only be PBRS Awards which comply with the
can base                 performance-based compensation requirements of Section
performance              162(m). Unless otherwise determined by the Committee,
on various               the performance goals for the PBRS Awards will be based
factors.                 on the following factors: total shareholder return
                         (alone or in comparison with one or more indices),
                         revenues (gross or net), earnings per share, expenses,
                         margin (gross or net), changes in stock price, funds or
                         asset turnover, market share, net income (before or
                         after taxes), return on assets, equity, capital,
                         investment, or sales (actual or pro forma), operating
                         margin, net revenue growth, or cash flow. The Committee
                         may decline to use any or all of those performance
                         goals and it may apply these performance measures
                         singly or in any combination. It may also link them to
                         performance of the Company, its Affiliates or any
                         division, department or individual. The Committee may
                         not forgive satisfaction of

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                         any performance condition specified for officers
                         subject to Section 162(m), nor may it increase an Award
                         to those officers over amounts provided for by the
                         initial grant, unless permitted by Section 162(m). The
                         Committee must certify attainment of the performance
                         results if required by Section 162(m).

                    B.   Awards and Certificates. The Committee may determine
                         the form Restricted Stock may take, including
                         book-entry registration or issuance of one or more
                         stock certificates. Restricted Stock will be registered
                         in the name of the participant. Restricted Stock
                         certificates will bear an appropriate legend referring
                         to the restrictions on that Award. The legend will read
                         essentially:

                              The transferability of this certificate and the
                              shares of stock represented hereby are subject to
                              the terms (including forfeiture) of the 1992 Stock
                              Incentive Plan and a Restricted Stock Agreement.
                              Copies of the Plan and Agreement are on file at
                              the offices of The FINOVA Group Inc.

                         The Company's most recent principal address will also
                         be included in the legend, but the failure to update
                         the address in the event of a change will have no
                         effect on the restrictions on those Shares. The Company
                         will hold any certificates evidencing Restricted Stock
                         until the restrictions lapse, unless otherwise
                         determined by the Committee. The Committee may also
                         require, as a condition to an Award, that the
                         participant deliver one or more stock powers and, if
                         appropriate, SEC Forms 144 or other applicable forms,
                         executed in blank, relating to the Restricted Stock.

                    C.   Terms. Restricted Stock is subject to the following
                         terms and any other terms selected by the Committee:

                         1.   No Transfer. Except as permitted by the Plan,
                              Committee or Restricted Stock agreement, the
                              participant may not transfer, sell, assign, pledge
                              or otherwise encumber the Restricted Stock during
                              the period set by the Committee beginning on the
                              date of the Award (the "Restriction Period").

                         2.   Rights as a Shareholder. Except as provided by the
                              Plan, Committee or Restricted Stock agreement, the
Restricted Stock              participant will have all the rights of a
can not be                    shareholder for the same class or series of Stock
transferred                   as the Restricted Stock, including, if applicable,
during the                    the right to vote the Shares and to receive any
Restriction                   cash dividends. If the Committee requires in the
Period, with                  Restricted Stock agreement, and subject to Section
limited                       10.F, (a) cash dividends on the Restricted Stock
exceptions.                   will be automatically deferred and reinvested in
                              additional Restricted Stock, and (b) Stock
                              dividends will be paid in the form of Restricted
                              Stock of the same class as the dividend.

                         3.   Forfeiture of Restricted Stock. Except as provided
                              by this Plan, the Committee or the Restricted
                              Stock agreement, a participant will forfeit all
                              Shares of Restricted Stock still subject to
                              restriction upon his or her Termination of
                              Employment.

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                         4.   Certificates Upon Vesting. Upon expiration of the
                              Restriction Period without a prior forfeiture, the
                              Company will deliver unlegended certificates for
                              those Shares to the participant.

          Section 7.     Non-Employee Director Awards.

                    A.   Automatic Grants. Each Non-Employee Director who has
                         served on the Board continuously since the commencement
Non-Employee             of his or her term will receive an annual (including
Directors receive        partial years) grant of Non-Qualified Options to
Options for 4,000        purchase 3,000 Shares of Common Stock. The grant will
Shares on                occur automatically on the third Thursday of August
election and             during that director's term. Each Non-Employee Director
3,000 Shares each        will also be awarded NQs to purchase 4,000 shares of
year of service.         Common Stock on joining the Board. The exercise price
                         for those grants will equal the Fair Market Value on
                         the date of grant.

                    B.   Election for Retainer Payments. In addition to the
                         Awards authorized by Section 7.A, each Non-Employee
                         Director may from time to time elect to receive, in
                         lieu of all or part of the cash retainer otherwise
                         payable to that director, (1) Restricted Stock
                         ("Directors Retainer Shares") with a Fair Market Value
Directors may            equal to the amount of the retainer payment to be paid
elect to receive         on that date, (2) Non-Qualified Options to purchase
all or part of           Common Stock with a Fair Market Value as of that
their annual             payment date equal to two and one-half times the amount
retainer in              of the retainer payment ("Directors Retainer Options"),
Restricted Stock         or (3) a combination of the above. The Committee may
or Options.              establish minimum thresholds for election of any
                         alternative other than cash.

                    C.   Directors Retainer Shares. Except as permitted by the
                         Plan, Committee or Restricted Stock Agreement,
                         Directors may not transfer Retainer Shares until the
                         day before the next annual meeting of the Company's
                         shareholders. Those Shares will be forfeited to the
                         Company if the director ceases to be a Board member
                         prior to that date except as otherwise provided by this
                         Plan.

                    D.   Directors Retainer Options. Except as provided below,
                         Directors Retainer Options may be exercised in whole or
                         in part commencing on the day before the next annual
                         meeting of shareholders and ending ten years after the
                         date of grant. If the director ceases to be a Board
                         member before the Directors Retainer Option becomes
                         exercisable, the Option becomes void, except as
                         provided by this Plan. The exercise price will be the
                         Fair Market Value of the Shares on the date of grant.

                    E.   Death, Disability or Retirement of a Director. If a
                         participant ceases to be a Board member due to death,
                         Disability or Retirement as a director at the end of a
                         term or upon a Change in Control, then any Directors
                         Retainer Shares and Directors Retainer Options will
                         immediately vest and become exercisable, as the case
                         may be. Any restriction on transfer imposed by this
                         Plan and any risk of forfeiture will cease on any of
                         those events.

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                    F.   Expiration of Directors Retainer Options. Directors
                         Retainer Options that are exercisable but have not been
                         exercised expire six months after the date the director
                         ceases to be a Board member, except as noted below. If
                         the Board membership ceases due to death, Disability or
                         Retirement as a director at the end of a term, those
                         Options may be exercised for two years after
                         termination of Board membership, and if the director
                         dies within the six month or two year periods noted
                         above, the Options may be exercised at any time within
                         two years after the death. Nothing in this paragraph
                         permits exercise of any Options beyond the original ten
                         year term.

                    G.   Allocation of Shares. If the number of Shares available
                         for future grants under the Plan is not sufficient to
                         make all automatic grants required to be made on that
                         date, then all Non-Employee Directors entitled to a
                         grant on that date will share proportionately in the
                         available Options. In addition, no elections under
                         Section 7.B can be made until all automatic grants for
                         that date have been made, and the directors who have
                         elected to receive all or any portion of their retainer
                         under that subsection will share ratably in the number
                         of remaining available Shares.

                    H.   Other Terms. Except as expressly provided in this
                         Section 7, any Award granted under this Section will be
                         subject to the terms of the Plan, including those
                         contained in Sections 4, 6 and 8, as appropriate.

          Section 8.     Change in Control Provisions.

                    A.   Impact of Event. Notwithstanding any other provision in
                         this Plan to the contrary, if a Change of Control
                         occurs:

Awards vest and          1.   Options and SARs. Any unvested or unexercisable
can be exercised              Options and SARs outstanding as of the date of the
if a Change in                Change in Control become fully vested and
Control occurs.               exercisable to the full extent of the original
                              grant, without regard to the three month limit on
                              exercisability imposed by Section 4.C.6(d) of the
                              Plan.

                         2.   Restricted Stock. The restrictions on Restricted
                              Stock lapse, and it will become free of all
                              restrictions (other than those imposed by the
                              securities laws). The Restricted Stock will fully
                              vest immediately, including full vesting of the
                              maximum number of Shares or payouts as if maximum
                              performance conditions or goals were achieved, as
                              applicable.

                    B.   Definition of Change in Control. For purposes of the
                         Plan, a "Change in Control" means the happening of any
                         of the following events:

                         1.   Acquisition. An acquisition by any person, entity
                              or group (within the meaning of Section 13(d)(3)
                              or 14(d)(2) of the Exchange Act (a "Person") of
                              beneficial ownership (within the meaning of SEC
                              Rule 13d-3) of 20% or more of either (a) the

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                              then outstanding common stock (the "Outstanding
                              Common Stock") or (b) the combined voting power of
                              the then outstanding voting securities entitled to
                              vote generally in the election of directors (the
                              "Outstanding Voting Securities") of the Company.

                              Exception. No Change of Control will have occurred
                              for any acquisition (i) directly from the Company
                              or any Affiliate, other than one by exercise of a
                              conversion privilege unless the security being so
                              converted was itself acquired directly from the
                              Company or Affiliate, (ii) by the Company or any
                              Affiliate, (iii) by any employee benefit plan or
                              related trust sponsored or maintained by the
                              Company or any Affiliate, or (iv) by any
                              corporation pursuant to a transaction that
                              complies with clauses (a), (b) and (c) of the
                              Exception contained in subsection 3 of this
                              Section 8.B; or

                         2.   Change in the Board. A change in the composition
                              of the Board so that the members who as of January
                              1, 1997 constitute the Board (the "Incumbent
                              Board") cease for any reason to be at least a
                              majority of the Board. Any person who becomes a
                              Board member after January 1, 1997 whose election
                              or nomination for election was approved by at
                              least a majority of the Incumbent Board will also
                              be a member of the Incumbent Board, unless his or
                              her initial assumption of office occurs due to
                              either an actual or threatened election contest
                              (as those terms are used in SEC Rule 14a-11 or SEC
                              Regulation 14A) or other actual or threatened
                              solicitation of proxies or consents by or on
                              behalf of a Person other than the Board; or

                         3.   Corporate Transaction. The Company's shareholders
                              approve a reorganization, merger, consolidation or
                              sale or other disposition of all or substantially
                              all the assets of the Company (a "Corporate
                              Transaction").

                              Exception. If all of the following apply, the
                              instance will not be a Corporate Transaction: (a)
                              all or substantially all of the beneficial owners
                              of the Company's Outstanding Common Stock or
                              Outstanding Voting Securities, respectively,
                              immediately prior to the Corporate Transaction
                              will beneficially own, directly or indirectly,
                              more than 60% of, respectively, the Outstanding
                              Common Stock and the Outstanding Voting Securities
                              of the corporation resulting from the Corporate
                              Transaction (including any corporation that owns
                              the Company or all or substantially all of the
                              Company's assets directly or indirectly) in
                              substantially the same proportions as their
                              ownership immediately prior to the Corporate
                              Transaction, (b) no Person (other than the
                              Company, any employee benefit plan -- or related
                              trust -- of the Company or the corporation
                              resulting from the Corporate Transaction) will
                              beneficially own, directly or indirectly, 20% or
                              more of the Outstanding Common Stock or
                              Outstanding Voting Securities, except to the
                              extent that ownership existed prior to the
                              Corporate

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                              Transaction, and (c) members of the Incumbent
                              Board constitute at least a majority of the board
                              of directors resulting from the Corporate
                              Transaction, or

                         4.   Liquidation/Dissolution of the Company. The
                              shareholders of the Company approve a complete
                              liquidation or dissolution of the Company.

                    C.   Change in Control Price. For purposes of this Plan,
                         "Change in Control Price" means the higher of (1) the
                         highest reported sales price, regular way, of a Share
                         in any transaction reported on the NYSE Composite Tape,
                         on any other national exchange listing the Shares or on
                         NASDAQ  during the 60 days ending on the date of the
                         Change in Control or (2) if the Change in Control
                         results from a tender or exchange offer or a Corporate
                         Transaction, the highest price per Share paid in that
                         tender or exchange offer or Corporate Transaction. For
                         Incentive Stock Options and Stock Appreciation Rights
                         relating to ISOs, the Change in Control Price will be
                         in all cases the Fair Market Value of the Stock on the
                         date the ISO or SAR is cashed out. To the extent the
                         consideration paid in any Change in Control transaction
                         consists of all or in part securities or other non-cash
                         consideration, the Board will determine the value of
                         the securities or non-cash consideration in its
                         discretion.

          Section 9.     Effective Date/Term/Amendment/Termination.

                    A.   Effective Date. This amended Plan is effective upon
                         approval by the Board. Those changes necessary for
The Board may            qualification under Section 162(m) or Section 422 will
amend the Plan           not be effective until those changes are ratified and
but may not              approved by a majority of the Company's shareholders
adversely impact         who vote on the matter at a meeting with a quorum
existing Awards,         present. All Awards outstanding on the effective date
with certain             of these amendments to this Plan will remain
exceptions.              outstanding and will become subject to the terms of
                         this Plan as amended.

                    B.   Termination. The Plan terminates on December 31, 2002.
                         Awards outstanding as of the date the Plan terminates
                         will not be affected or impaired by that termination.

                    C.   Changes to the Plan/Restrictions. The Board may amend,
                         alter or discontinue the Plan, including to incorporate
                         changes in law, tax and accounting rules, or other
                         developments, and to grant Awards that qualify for
                         beneficial treatment under those changes. No change can
                         be made, however, that would (1) impair the rights of a
                         participant granted before that date without the
                         participant's consent, except for a change made to
                         cause the Plan to qualify for exemptions provided by
                         then-current law, including exemptions relating to
                         securities and taxation, or (2) disqualify the Plan
                         from the exemptions provided by SEC Rule 16b-3 or for
                         favorable tax treatment under Sections 162(m) or 422.
                         No amendment

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                         can be made without approval of the Company's
                         shareholders if their approval is required by law or is
                         necessary to maintain the exemptions under Rule 16b-3
                         or Sections 162(m) or 422. No term of the Plan can be
                         interpreted, amended or altered, nor can any discretion
                         or authority to act under the Plan be exercised so as
                         to disqualify the Plan under Sections 162(m) or 422 or
                         Rule 16b-3.

                    D.   Changes to Prior Awards/Restrictions. The Committee may
                         amend the terms of any Award granted before that date,
                         prospectively or retroactively, but no amendment can
                         impair the rights of any holder without the holder's
                         consent, except as noted in this Section 9. The
                         Committee may also substitute new Options for
                         previously granted Options, including previously
                         granted Options having higher exercise prices.

          Section 10.    General Provisions.

                    A.   No Intent to Transfer. The Committee may require each
                         person acquiring an Award or the underlying Shares to
                         represent to and agree with the Company in writing that
                         the person is acquiring the Award or Shares without a
                         view to the distribution thereof. All Shares or other
                         securities issued under the Plan will be subject to
                         stop transfer orders and other restrictions imposed by
                         the Committee, including restrictions imposed by law,
                         SEC or stock exchange rules or other restrictions. The
                         certificates for Shares or other Awards may contain any
                         legend the Committee deems appropriate regarding any
                         restrictions on transfer or otherwise.

                    B.   Other Compensation Permitted. Nothing in this Plan will
                         prevent the Company or any Affiliate from adopting
                         other or additional compensation arrangements for their
                         employees.

                    C.   No Employment Rights. Nothing in this Plan or any Award
                         will confer on any employee any right to continued
                         employment, nor will either interfere with the right of
                         the Company or any Affiliate to terminate the
                         employment of any employee at any time.

                    D.   Taxes. The participant must pay to the Company or make
                         arrangements satisfactory to the Company regarding the
                         payment of any Federal, state, local and foreign taxes
                         of any kind required by law to be withheld regarding
                         any Award. The participant must satisfy that tax
                         obligation no later than when the amount becomes
Holders must             includible in the person's gross income for Federal
pay taxes due            income tax purposes. Unless otherwise determined by the
on Awards.               Company, withholding obligations may be settled with
                         Stock, including Stock that is part of the Award giving
                         rise to the tax obligation. The obligations of the
                         Company under the Plan are conditional on satisfaction
                         of these taxes. The Company and its Affiliates may
                         deduct any taxes due from any payment otherwise due the
                         participant if permitted by law.

                    E.   Right of First Refusal. At the time of grant, the
                         Committee may require

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<PAGE>
                         that the participant offer to the Company the right to
                         purchase Shares resulting from an Award (or if the
                         Committee permits transfer, of the Award itself) that
                         the participant wishes to sell, transfer, assign,
                         pledge or otherwise encumber. The Company will have the
                         right to purchase the Shares (or Award) at the then
                         Fair Market Value of the Shares, subject to terms the
                         Committee specifies at the time of grant.

                    F.   Reinvestment of Dividends Subject to Availability. The
                         reinvestment of dividends in additional Restricted
                         Stock can only occur if sufficient Shares are available
                         under Section 3 for that reinvestment (taking into
                         account then outstanding Awards).

                    G.   Beneficiary Designation. The Committee will establish
                         procedures for a participant to designate a beneficiary
                         to whom any amounts payable in the event of the
                         participant's death are to be paid.

                    H.   Governing Law. The Plan and all Awards made and actions
                         taken under the Plan will be governed by and construed
                         in accordance with the laws of the State of Delaware,
                         without regard to its conflicts of law principles.

                    I.   Unfunded Status of Plan. The Board intends that the
                         Plan constitute an "unfunded" plan for incentive and
                         deferred compensation. The Committee may create trusts
                         or other arrangements to meet the obligations created
                         under the Plan to deliver Stock or make payments.
                         Unless the Committee otherwise determines, however, the
                         existence of those trusts or arrangements shall be
                         consistent with the unfunded status of the Plan.

          Section 11.    Definitions.

                    As used in this Plan:

                    "Affiliate" means a corporation or other entity controlled
                    by the Company and designated by the Committee as eligible
                    to participate in this Plan.

                    "Award" means an Option, Stock Appreciation Right or
                    Restricted Stock grant issued under the Plan.

                    "Board" means the Board of Directors of the Company.

                    "Code" means the Internal Revenue Code of 1986, as amended,
                    and any successor provisions. The Code includes its related
                    rules.

                    "Committee" is defined in Section 2.A.

                    "Common Stock" means the common stock, par value $.01 per
                    share, of the Company.

                    "Company" or "FINOVA" means The FINOVA Group Inc., a
                    Delaware corporation.

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<PAGE>
                    "Disability" means permanent and total disability under the
                    Company's policies as they then exist. The Committee may
                    amend or interpret, for purposes of the Plan, the Company's
                    disability policies in its discretion.

                    "Exchange Act" means the Securities Exchange Act of 1934, as
                    amended, and any successor provisions. The Exchange Act
                    includes its related rules, as they may be amended.

                    "Fair Market Value" as of any given date depends on whether
                    the Stock is immediately resold. The resale price is the
                    fair market value if the participant resells that Stock in
                    an arms-length transaction on the open market on the same
                    date the Fair Market Value is to be determined. In all other
                    cases, the Fair Market Value is the average of the high and
                    low reported sales prices of the Stock on the given date.
                    The reported sales price will be determined in the following
                    order, as applicable: the NYSE Composite Tape, any other
                    national stock exchange listing the stock, NASDAQ, or if the
                    Stock's sales are not regularly reported by any of the
                    above, by the Committee in its good faith discretion. For
                    any day that is not a trading day on the national securities
                    markets, the previous trading day will determine Fair Market
                    Value.

                    "Incentive Stock Option" or "ISO" means any Option intended
                    to be and designated as an "incentive stock option" within
                    the meaning of Section 422 of the Code.

                    "Including" even if not capitalized, means including without
                    limitation.

                    "Non-Employee Director" means a director who is not
                    otherwise an employee of the Company or any Affiliate and
                    has not been so employed for any part of the preceding
                    fiscal year.

                    "Non-Qualified Option" or "NQ" means any Option that is not
                    an ISO.

                    "Option" means an option granted under Section 4 or 7.

                    "Outside Director" means a director who satisfies the
                    requirements of an "outside director" as defined in Section
                    162(m) and who otherwise satisfies the requirements of a
                    "non-employee director" under Rule 16b-3.

                    "Plan" means this 1992 Stock Incentive Plan, as it may be
                    amended.

                    "Performance Based Restricted Stock" or "PBRS" means
                    Restricted Stock with performance conditions other than the
                    mere passage of time or continued employment or service
                    which satisfy the requirements as performance-based
                    compensation under Section 162(m).

                    "Preferred Stock" means preferred stock, par value $.01, of
                    the Company.

                    "Restricted Stock" means an Award granted under Section 6 or
                    7.C.

                    "Retirement" means (A) retirement from active employment as
                    defined in a pension plan of the Company or an Affiliate,
                    (B) retirement under an employment contract

                                      -14-
<PAGE>
                    with the Company or an Affiliate, or (C) termination of
                    employment (or service as a non-employee director) at or
                    after age 55 under circumstances that the Committee in its
                    sole discretion deems to be retirement.

                    "SEC" means the Securities and Exchange Commission or any
                    successor.

                    "Section 16 Officer" means any officer (including any
                    employee director) subject to the insider trading and
                    reporting requirements of Section 16 of the Exchange Act.
                    Non-Employee Directors are not Section 16 Officers for
                    purposes of this Plan.

                    "Section 162(m)" means Section 162(m) of the Code.

                    "Section 422" means Section 422 of the Code.

                    "Shares" or "Stock" means the Common Stock or Preferred
                    Stock, as the case may be.

                    "Stock Appreciation Right" or "SAR" means a right granted
                    under Section 5.

                    "Termination of Employment" means the termination of the
                    participant's employment with the Company or an Affiliate.
                    It also occurs if the participant is employed by a division,
                    department or Affiliate that ceases its affiliation with the
                    Company. In any case, the participant will not incur a
                    Termination of Employment if he or she immediately becomes
                    an employee of the Company or another Affiliate following
                    that event.

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