Securities Purchase Agreement





                          MANAGEMENT SERVICES AGREEMENT



           MANAGEMENT SERVICES AGREEMENT, dated as of ____________, 2001, by and

among The FINOVA Group Inc. ("Finova" or the "Company"), a Delaware corporation,

and Leucadia National Corporation, a New York corporation ("Leucadia" or

"Manager").



           WHEREAS, certain management, general administrative and overhead

functions have previously been performed for Finova by its own employees; and



           WHEREAS, Leucadia has the capability directly and through its

subsidiaries and affiliates and third parties to provide those services to

Finova; and



           WHEREAS, the directors of Finova have determined that it is in the

best interests of Finova to obtain such services from Leucadia.



           It is hereby mutually agreed as follows:



           1) Term. The term of this Management Agreement shall be five years

commencing on ________, 2001 (the "Closing Date").



           2) Compensation. For a period of five years, commencing on the

Closing Date, Finova shall pay annually to Leucadia a management fee of $5

million, payable in immediately available funds (the "Management Fee"). The

annual Management Fee shall be payable quarterly, in advance, at the beginning

of each calendar quarter; provided however that the first quarterly installment

(in the amount of $1,250,000) shall be paid to Leucadia on the Closing Date;

provided, further, however, that if less than 90 days are left in such calendar

quarter, the amount of such first payment shall be pro rated based on the number

of days remaining in the quarter.

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