COMPENSATION AGREEMENT AND RELEASE
This Compensation Agreement and Release (this "Agreement") is made this 14th day of March, 2001, between
The FINOVA Group Inc. (the "Company") and Derek C. Bruns ("Employee").
A. Employee has been an executive officer of the Company and certain of its affiliates. In connection with that
engagement, Employee has become a party to the following compensation arrangements: (a) the Executive
Retention Plan, (b) the Executive Severance Plan -- Tier 2, and (c) the Executive Officer Group Salary
Continuation Plan (collectively, the "Recital A Benefits").
B. Employee is aware that the Company and certain affiliates have filed for protection of the bankruptcy courts to
reorganize their debts. In connection with those proceedings, the Company's obligations pursuant to executory
agreements are subject to rejection by the Company and claims in the bankruptcy may be subject to uncertainty
or delay. In addition, whether certain predicate events will occur is uncertain at this time, which might provide
Employee with a claim for certain compensation if those events occurred.
C. In connection with Employee's continued employment, Employee and the Company desire to set forth certain
compensation arrangements governing Employee from and after the date of this Agreement.
Now, therefore, in consideration of the sums to be paid and the other promises of the parties provided below, the
parties agree as follows:
1. TIME FOR ACCEPTANCE. Employee may accept this Agreement within seven (7) days of the date a draft
of this Agreement was delivered to Employee. If it is not accepted within that period, the Company's offer of
these terms shall be automatically revoked, unless the Company otherwise agrees in writing.
2. EFFECTIVE DATE. The Effective Date of this Agreement will be at 8:00
a.m. on the eighth day following Employee's delivery of a properly executed counterpart of this Agreement to
William C. Roche at 4800 N. Scottsdale Road, Scottsdale, Ariz