Exhibit 10.R


LIQUIDATION RETENTION & INCENTIVE PLAN
Corporate Finance Division
MARCH 2001


1.   INTRODUCTION AND PURPOSE.

     a.   ELIGIBILITY.  Employees  retained by the  Corporate  Finance  Division
          beyond  April 1, 2001 will be eligible to receive  payments  under the
          LIQUIDATION  RETENTION & INCENTIVE  PLAN  ("LRIP").  New hires will be
          subject to an  applicable  probation  period (no longer  than 90 days)
          before being eligible to participate in the Plan. The LRIP bonuses are
          based primarily on retained employees'  continuing  criticality to the
          execution of the Division's objectives, and their contribution towards
          those objectives.  Participants must be currently employed and in good
          standing.

     b.   ORIGINAL EMPLOYMENT  ASSIGNMENT TERM. The number of months an employee
          is  asked to work as part of the  Corporate  Finance  Division,  Asset
          Recovery Team.

     c.   The LRIP consist of three components:

          i.   RETENTION.  The retention  component addresses the need to retain
               employees for  pre-determined  periods of time to properly manage
               the portfolio through its liquidation.

          ii.  INCENTIVE.  The  incentive  component  of the Plan is designed to
               encourage and reward employees for liquidating the portfolio in a
               timely and profitable manner.

          iii. SEVERANCE.  The  severance  component  of the Plan is designed to
               encourage  employees  to remain  focused on their  FINOVA-related
               responsibilities throughout the term of their employment, knowing
               that they will have reasonable  compensation when they turn their
               attention to finding a new job.

2.   RETENTION  BONUSES.  The retention  component will be made available to all
     eligible  employees  identified  to be  retained by the  Corporate  Finance
     Division from April 1, 2001 and beyond.  The LRIP retention  bonus is based
     on  a  percentage  of  the  employees'  existing  retention  bonuses,  with
     adjustments made for changes in an employee's  criticality to the Division.
     The retention bonus for employees with Original Employment Assignment Terms
     that  expire on or before June 30, 2001 will be paid in a lump sum on their
     termination  date. All other eligible  employees will receive fifty percent
     (50%) of their retention  bonuses monthly over the length of their Original
     Employment  Assignment  Term,  with the other  fifty  percent  (50%)  being
     accrued each month and paid to the employee  upon the  conclusion  of their
     Original  Employment  Assignment  Term. Such payments will be separate from
     normal  paychecks and will be paid at the beginning of the month  following
     the month  for  which  the  employee  is being  paid  retention.  The first
     retention payment under this Corporate Finance LRIP is scheduled to be paid
     in May 2001 for the incentive period ending April 30,2001.

3.   RECOVERY INCENTIVE BONUSES. A recovery incentive  component is important to
     incent  employees to collect as fully and as quickly as possible all loans,
     especially the non-performing accounts.

     a.   TIMING OF PAYMENTS.  The "Program  Period" for the Recovery Bonus Pool
          will be from April 1, 2001, and extend through and including September
          30, 2002, the "Program  Termination Date".  Recovery Incentive Bonuses
          are scheduled to be paid monthly,  beginning in May 2001 for the April
          2001  work  period,  and  continuing  through  October  2002  for  the

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          September  2002  work  period,  (collectively,  the  "Program  Payment
          Dates").  At  FINOVA's  sole  discretion,  the  Program  Period may be
          extended.

     b.   PARTICIPANTS.  Employees  retained by the Corporate  Finance  Division
          beyond April 1, 2001,  and through the end of the month  preceding the
          Program Payment Dates, will be eligible to receive Recovery  Incentive
          Bonus  payments.  Participants  must be actively  employed and in good
          standing at that date.

     c.   DETERMINATION  OF AMOUNTS.  The total  amount  available  for Recovery
          Incentive  Bonuses  will  aggregate  into a pool  in  accordance  with
          defined  formulas.   The  resulting   incentive  bonus  pool  will  be
          distributed  among the  eligible  employees in  accordance  with their
          individual   contributions  to  the  Division's  results.   Employees'
          contributions  will be  documented  through  performance  evaluations,
          which  will  emphasize  the  primary  goals  of  effective   portfolio
          management and liquidation.  Each eligible employee will have a target
          participation percentage which, when multiplied by the final amount in
          the pool,  will create an eligible  employee his or her bonus  amount.
          The final  determination  of the actual  participation  percentage and
          resulting bonus amount can be increased or decreased for each eligible
          employee  based on an  evaluation  of the actual  performance  of that
          employee.

          Ten percent (10%) of the Recovery Incentive Bonus Pool may be reserved
          for discretionary  payouts to recognize and reward special  individual
          employee  contributions.  The  Division  Manager  has  the  option  to
          increase  or  decrease  the  total  discretionary   payout  percentage
          depending  upon the pool  balance at the end of each  Program  Payment
          Date.

          Final  calculations  shall  be the  responsibility  of  the  Corporate
          Finance   Division   Manager  with   assistance  from  the  Accounting
          Department,  and concurrence  from Central Credit,  internal audit and
          the SVP-Human  Resources.  Their  determination  of the Recovery Bonus
          Pool amounts shall be considered conclusive.

     d.   DEFINITIONS OF TYPES OF ASSETS. The Division's loan portfolio has been
          segregated into categories (1, 2 and 3),  according to their degree of
          difficulty to collect the balance of the loan. If in the future, loans
          are  transferred  from other LOBs into the Division for management and
          disposition, they too will be categorized in a like fashion.

          i.   CATEGORY 1 ASSETS - "RESERVES":  consist of the  Division's  loan
               loss  reserves,   as  of  December  31,  2000,   documented  with
               Discontinued  Operations  Reserve  Analysis  (DORA)  reports  and
               approved by Central Credit, Internal Audit and Ernst & Young.

          ii.  CATEGORY  2 ASSETS - "NET  RESERVED  ACCOUNTS":  consist of those
               loans on the books of the  Division  as of March 31,  2001,  that
               have an approved  12/31/00 DORA reserve  associated with it, less
               the amount of the approved 12/31/00 DORA reserve.

          iii. CATEGORY 3 ASSETS - "NON-RESERVED ACCOUNTS": consist of all loans
               on the books of the Division as of March 31, 2001,  excluding the
               loans associated with the Category 1 and 2 Assets.

     e.   DEFINITION OF  "PORTFOLIO  RECOVERY" AND  CONTRIBUTIONS  TO POOL.  The
          Recovery  Incentive Bonus Pool will be determined using three separate
          "Portfolio  Recovery  Calculations"  ("PRC") in  conjunction  with the
          disposition (sale, refinance,  pay-off,  liquidation,  or recovery) of
          each  loan in the  Corporate  Finance  Division  portfolio.  Portfolio
          activity  (cash  collected,  write-off's,  etc.)  before and after the
          Program Period is specifically excluded.

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          i.   CATEGORY  1 ASSETS  - the PRC in this  category  consists  of the
               product of (a) the DORA reserves not  used/recovered  as a result
               of the  disposition  of the loans that have an approved  12/31/00
               DORA reserve, and (b) 4.0%.

          ii.  CATEGORY  2 ASSETS  - the PRC in this  category  consists  of the
               product of (a) the lesser of (i) the principal  balance collected
               upon the  final  disposition  of the  loan or (ii) the  principal
               balance of the loan at 3/31/01, and (b) 1.0%. Adjustments will be
               made to the 3/31/01 loan balances for revolving  loans to reflect
               average loan balance amounts.

          iii. CATEGORY  3 ASSET - there  will be no PRC for the  loans  in this
               category.

4.   SEVERANCE.  Employees who are  involuntarily  terminated  for reasons other
     than for cause or performance are eligible to receive  severance  benefits.
     Such  severance  benefits  would be equal to the greater of: (i) the amount
     calculated using FINOVA's  Enhanced  Severance Plan implemented in May 2000
     based on the Original Employment  Assignment Terms, or (ii) an amount equal
     to their  monthly  base  salary for periods  equal to one-half  the term of
     their Original  Employment  Assignment  Terms.  Except for employees  whose
     actual years of service  exceed ten (10) years,  total  severance  payments
     shall not exceed the amount that would be due to a ten-year  employee under
     FINOVA's Enhanced Severance Plan.

5.   RIGHTS TO EXTEND  EMPLOYMENT  ASSIGNMENT  DURATION.  In cases where  FINOVA
     prefers   employees  to  remain  longer  than  their  Original   Employment
     Assignment Term, FINOVA will make every effort to notify employees at least
     45 days in advance of their  scheduled  termination  dates.  If  employees'
     employment  periods are extended,  their extended monthly retention bonuses
     will be determined  prior to the extension.  Employees may decline FINOVA's
     requests for  extended  employment  without  jeopardizing  their  remaining
     retention and severance benefits.

6.   PAYMENTS AT ENDS OF EMPLOYMENT ASSIGNMENTS.

     a.   Employees  who  voluntarily  resign  or are  terminated  for  cause or
          performance  are not  eligible to receive  any unpaid  LRIP  Retention
          Bonuses, Severance or Incentive Bonuses.

     b.   Employees  who  retire  are  not  eligible  for  Severance,  and  will
          generally be considered to have voluntarily resigned for retention and
          incentive  purposes.  However,  each  case  will  be  evaluated  on  a
          case-by-case basis and exceptions may be made with the approval of the
          Division Manager and Human Resources.

     c.   Employees  who become  employees  of an acquirer of any portion of the
          Division's assets will continue to be eligible for severance  benefits
          through their Original Employment Assignment Term date. They will also
          be eligible for pro-rated  LRIP  Retention  Bonuses  and/or  Incentive
          Bonuses based upon the timing of their  transfer  relative to the ends
          of their  Original  Employment  Assignment  Term and  Program  Payment
          Dates.

     d.   Employees on any approved leaves of absence (e.g.,  medical,  workers'
          compensation or personal) are not eligible for LRIP Retention  Bonuses
          or Recovery  Incentive  Bonuses during their  absences,  unless earned
          prior to their leave of absence or as otherwise  required by law. Upon
          return,  their  eligibility  for the subject  bonuses will resume on a
          go-forward basis, and will not be paid retroactively.

     e.   Employees who are terminated by the company for reasons other than for
          cause or  performance  and  employees who are  terminated  for medical
          reasons while on approved  medical  leaves of absence will receive the
          following:

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          i.   LRIP RETENTION BONUSES. Employees who are terminated prior to the
               end of their Original Employment Assignment Term will be eligible
               to receive unpaid LRIP Retention Bonuses from actual  termination
               date through their Original Employment Assignment Term date, that
               they would have otherwise  received had they not been  terminated
               early. The bonus will be made in a lump sum payment on their last
               date of employment.

          ii.  RECOVERY INCENTIVE BONUSES.  Employees  terminated on the Program
               Payment Dates and WHO ARE ELIGIBLE TO RECEIVE RECOVERY  INCENTIVE
               BONUSES will receive amounts in accordance with Section 3 of this
               Plan.  Employees terminated between Program Payment Dates AND WHO
               ARE ELIGIBLE TO RECEIVE  RECOVERY  INCENTIVE  BONUSES may receive
               discretionary  LRIP  Recovery  Incentive  Bonuses for the current
               incentive period. Such discretionary Bonuses will be based on (A)
               the   performance   of  the  Division  and  (B)  the   employee's
               contribution to the goals of the Division during the period since
               the previous Program Payment Date.

          iii. SEVERANCE.   Employees   terminated   prior  to  their   original
               employment  assignment  term  AND WHO  ARE  ELIGIBLE  TO  RECEIVE
               SEVERANCE will receive  severance in accordance with Section 4 of
               this Plan.

7.   REDISTRIBUTION.  Any LRIP  Retention  Bonuses and LRIP  Recovery  Incentive
     Bonuses  forfeited by  departing  employees  will remain in the Plan.  Such
     amounts may be used to increase remaining  eligible  employees' bonuses due
     to their  increased  criticality and  contributions  towards the Division's
     goals, as well as be awarded to new employees.

8.   DISCRETION  AND  DISPUTES.  Division  management,  in  concert  with  Human
     Resources,  has the  authority to modify  retention  payments and incentive
     bonuses if it is  determined  that  individual  performance  warrants  such
     actions.  Such modifications may include, for example,  increases,  delays,
     reductions or forfeitures of payments and will be  communicated to affected
     employees in writing, which will specify the reason, nature and duration of
     the  modification.  Increases  in  retention  awards  and  eligibility  for
     performance-based pay, (i.e.: incentive payments),  must be approved by the
     SVP-Human Resources.  The SVP-Human Resources and the CEO must also approve
     exceptions to this Plan.

     Total  retention and incentive  payments in any 12-month period shall in no
     case exceed 200% of an employee's  annual base salary.  Incentive  payments
     include all performance-based awards.

     The Corporate Finance Division Manager,  FINOVA's Senior Credit Officer and
     the Division's  Human  Resources  Manager shall together have discretion to
     resolve all disputes regarding matters relating to this Plan.

     Any disputes not resolved by mutual agreement shall be resolved pursuant to
     binding  arbitration in Maricopa County  Arizona,  pursuant to the rules of
     the American  Arbitration  Association  for employment  disputes,  before a
     single  arbitrator.  The  decision  of the  arbitrator  shall be final  and
     binding on the parties.

     MISCELLANEOUS

     a.   This Plan is governed by the laws of  Arizona,  without  regard to its
          conflicts of laws principals.

     b.   References  to officers  include their  successors.  Decisions by such
          officers may be  superseded  by decisions of Senior  Management or the
          Board  of  Directors  of  FINOVA  Group  or  FINOVA  Capital  or their
          committees.

     c.   Nothing in this Plan affects the "at will" nature of the participant's
          employment  with  FINOVA.  Employees  will  continue  to be subject to
          FINOVA's normal disciplinary policies up to and including termination.

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     d.   Employees  will be considered to be in good  standing  provided  their
          employment  status is "active,"  they are not subject to a Performance
          Improvement  Plan or  Disciplinary  Action  Plan,  and  they  have not
          violated the Code of Conduct or engaged in similar  conduct.  While an
          employee is on a Performance  Improvement Plan or Disciplinary  Action
          Plan,  they will  forfeit  retention  and  incentive  payments for the
          duration of the disciplinary process.

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