THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

FINOVA Group Inc. (The) (FNVG.OB)

4/15/2005 Proxy Information

Mr. Cumming is the Chairman of the Board of Leucadia and Mr. Steinberg is a director and President of Leucadia. Each beneficially owns in excess of 10% of the outstanding common shares of that company. Mr. Mara is Executive Vice President of Leucadia.

Leucadia manages FINOVA pursuant to the Management Services Agreement, which was originally entered into in February 2001, before FINOVA commenced the reorganization proceedings. The management agreement expires in 2011 and provides that Leucadia will appoint the Chairman, President and other officers as it deems necessary to fulfill its duties. Leucadia will generally manage our affairs, subject to direction by the Board of Directors.

The management agreement was entered into in 2001 simultaneously with the execution of a $6 billion loan commitment from Berkadia LLC, a joint venture between Berkshire Hathaway Inc. and Leucadia. As part of that transaction, FINOVA paid Berkadia $120 million in commitment and funding fees. Berkadia loaned FINOVA $5.6 billion in August 2001 to finance FINOVA’s plan of reorganization. The Berkadia loan bore annual interest at the London Interbank Offered Rate plus 2.25%. Interest was payable monthly. The loan was scheduled to mature in 2006, but principal was to be repaid earlier if excess cash was available, as set forth in FINOVA’s credit agreements. The Berkadia loan was repaid in full in February 2004.

When the Berkadia loan was made, FINOVA issued to Berkadia sufficient common stock in FINOVA to result in Berkadia holding 50% of the total number of outstanding shares of common stock upon emergence from the reorganization proceedings, as required by the plan of reorganization. The management fee to Leucadia, the fees paid to Berkadia, the issuance of the stock and the terms of the Berkadia loan were approved by the bankruptcy court overseeing FINOVA’s reorganization.

FINOVA pays Leucadia $8 million each year for management fees under the Management Services Agreement. Fees are paid quarterly. As of the Record Date, FINOVA has paid Leucadia $2 million of management fees in 2005. Leucadia has advised us that the $8 million annual management fee is shared equally with Berkshire Hathaway under the terms of the Berkadia LLC operating agreement.

We do not pay compensation for the services of Messrs. Cumming, Steinberg and Mara or any of Leucadia’s other personnel, except for the management fees noted above. Under the management agreement, we pay reasonable out-of-pocket expenses incurred by those individuals. We also pay directors’ fees to those who serve on the Board.

During 2004, FINOVA repaid the last $525 million of principal and approximately $3.9 million of interest and net interest savings to Berkadia on the Berkadia loan. The terms of the Berkadia loan and that note repurchase program are described more fully in FINOVA’s Annual Report on SEC Form 10-K enclosed with this Proxy Statement.

Mr. Morgan: During 2004, Mr. Morgan retired as a partner of the law firm of Munger, Tolles & Olson LLP. That firm serves as counsel to Berkshire Hathaway Inc. and Berkadia LLC.

Mr. Boland: Mr. Boland was appointed to FINOVA’s Board of Directors as the designee of the creditors’ committee in those proceedings, which was given the right under the plan of reorganization to appoint one director. FINOVA’s Bylaws provide that our Board will renominate him each year as a director so long as at least $500 million of our 7.5% senior secured notes remain outstanding, unless a majority of the note holders request nomination of a different director, pursuant to procedures set forth in the Bylaws. The Board has renominated Mr. Boland for election as a Board member.

Mr. Smith: Until 2004, Mr. Smith served as Chairman and Chief Executive Officer of GroupSystems Corporation, formerly known as GroupSystems.com and Ventana Corporation, which markets interactive computer systems software and services. Mr. Smith is no longer a director or officer of that company, but he continues to own just under 10% of its stock. FINOVA Capital owns 600,000 shares of GroupSystems’ common stock, representing approximately 1.35% of its common stock. In addition, FINOVA Capital granted GroupSystems a $1,000,000 line of credit, which was converted in 2000 into a term loan for $870,000. That loan has an outstanding balance of approximately $156,710 as of March 18, 2005. The loan matured on December 31, 2002, and was subsequently extended most recently until January 1, 2006. The line of credit to GroupSystems and the purchase of shares were granted before Mr. Smith became a member of our Board. The line of credit and the renegotiated terms were made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons.

4/7/2004 Proxy Information

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Berkadia LLC, Berkshire Hathaway Inc. and Leucadia National Corporation: Mr. Cumming is the Chairman of the Board of Leucadia and Mr. Steinberg is a director and President of Leucadia. Each beneficially owns in excess of 10% of the outstanding common shares of that company. Mr. Mara is Executive Vice President of Leucadia.

Leucadia manages FINOVA pursuant to the Management Services Agreement, which was originally entered into in February 2001, before FINOVA commenced the reorganization proceedings. The management agreement expires in 2011 and provides that Leucadia will appoint the Chairman, President and other officers as it deems necessary to fulfill its duties. Leucadia will generally manage our affairs, subject to direction by the Board of Directors.

The management agreement was entered into in 2001 simultaneously with the execution of a $6 billion loan commitment from Berkadia LLC, a joint venture between Berkshire Hathaway Inc. and Leucadia. As part of that transaction, FINOVA paid Berkadia $120 million in commitment and funding fees. Berkadia loaned FINOVA $5.6 billion in August 2001 to finance FINOVA's plan of reorganization. The Berkadia loan bore annual interest at the London Interbank Offered Rate plus 2.25%. Interest was payable monthly. The loan was scheduled to mature in 2006, but principal was to be repaid earlier if excess cash was available, as set forth in FINOVA's credit agreements. The Berkadia loan was repaid in full in February 2004.

When the Berkadia loan was made, FINOVA issued to Berkadia sufficient common stock in FINOVA to result in Berkadia holding 50% of the total number of outstanding shares of common stock upon emergence from the reorganization proceedings, as required by the plan of reorganization. The management fee to Leucadia, the fees paid to Berkadia, the issuance of the stock and the terms of the Berkadia loan were approved by the bankruptcy court overseeing FINOVA's reorganization.

FINOVA pays Leucadia $8 million each year for management fees under the Management Services Agreement. Fees are paid quarterly. As of the Record Date, FINOVA has paid Leucadia $2 million of management fees in 2004. Leucadia has advised us that the $8 million annual management fee is shared equally with Berkshire Hathaway under the terms of the Berkadia LLC operating agreement.

We do not pay compensation for the services of Messrs. Cumming, Steinberg and Mara or any of Leucadia's other personnel providing service, except for the management fee noted above. Under the management agreement, we pay reasonable out-of-pocket expenses incurred by those individuals. We also pay Messrs. Cumming, Steinberg and Mara directors' fees for their service as directors.

During 2003, FINOVA repaid $1.65 billion of principal and approximately $47.2 million of interest and fees to Berkadia on the Berkadia loan. It also paid Berkadia approximately $6.4 million for its share of the net interest savings on repurchases of New Senior Notes. The terms of the Berkadia loan and that note repurchase program are described more fully in FINOVA's Annual Report on SEC Form 10-K enclosed with this Proxy Statement. The remainder of the Berkadia loan ($525 million) was repaid by February 2004, along with accrued interest, fees and the last payment of net interest savings of $3.9 million, collectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

R. Gregory Morgan is a partner in the law firm of Munger, Tolles & Olson LLP. That firm serves as counsel to Berkshire Hathaway Inc. and Berkadia LLC. The management agreement was entered into in 2001 simultaneously with the execution of a $6 billion loan commitment from Berkadia LLC, a joint venture between Berkshire Hathaway Inc. and Leucadia. As part of that transaction, FINOVA paid Berkadia $120 million in commitment and funding fees. Berkadia loaned FINOVA $5.6 billion in August 2001 to finance FINOVA’s plan of reorganization. The Berkadia loan bore annual interest at the London Interbank Offered Rate plus 2.25%. Interest was payable monthly. The loan was scheduled to mature in 2006, but principal was to be repaid earlier if excess cash was available, as set forth in FINOVA’s credit agreements. The Berkadia loan was repaid in full in February 2004. When the Berkadia loan was made, FINOVA issued to Berkadia sufficient common stock in FINOVA to result in Berkadia holding 50% of the total number of outstanding shares of common stock upon emergence from the reorganization proceedings, as required by the plan of reorganization. The management fee to Leucadia, the fees paid to Berkadia, the issuance of the stock and the terms of the Berkadia loan were approved by the bankruptcy court overseeing FINOVA’s reorganization.

Mr. Boland: Mr. Boland was a former executive with Citibank, N.A., which was a lender and agent bank on some of FINOVA Capital's former bank credit facilities. Its affiliates also previously served as underwriter for some of FINOVA Capital's former senior debt offerings. Those facilities were terminated in connection with FINOVA's emergence in the reorganization proceedings. Mr. Boland was appointed to FINOVA's Board of Directors as the designee of the creditors' committee in those proceedings, which was given the right under the plan of reorganization to appoint one director. FINOVA's Bylaws provide that our Board will renominate him each year as a director so long as at least $500 million of our 7.5% senior secured notes remain outstanding, unless a majority of the note holders request nomination of a different director, pursuant to procedures set forth in the Bylaws. The Board has renominated Mr. Boland for election as a Board member.

Mr. Smith: Mr. Smith serves as Chairman and Chief Executive Officer of GroupSystems.com, Inc., formerly known as Ventana Corporation, which markets interactive computer systems software and services. FINOVA Capital owns 600,000 shares of GroupSystems' common stock, representing approximately 6.5% of its common stock, plus warrants for an additional 7% of its stock. In addition, FINOVA Capital granted GroupSystems a $1,000,000 line of credit, which was converted in 2000 into a term loan for $870,000. That loan has an outstanding balance of approximately $200,000 as of March 15, 2004. The loan matured on December 31, 2002, and was subsequently extended until December 31, 2003. GroupSystems failed to repay amounts due at that time. FINOVA is in negotiations with the borrower. The line of credit to GroupSystems and the purchase of shares were granted before Mr. Smith became a member of our Board. The line of credit was made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons.

4/3/2003 Proxy Information

Mr. Morgan is a partner in the law firm of Munger, Tolles & Olson LLP. That firm serves as counsel to Berkshire Hathaway Inc. and Berkadia LLC.

Mr. Boland was a former executive with Citibank, N.A., which was a lender and agent bank on some of FINOVA Capital's former bank credit facilities. Its affiliates also previously served as underwriter for some of FINOVA Capital's former senior debt offerings. Those facilities were terminated in connection with FINOVA's emergence in the reorganization proceedings. Mr. Boland was appointed to FINOVA's Board of Directors as the designee of the creditors' committee in those proceedings, which was given the right under the plan of reorganization to appoint one director. FINOVA's Bylaws provide that our Board will renominate him each year as a director so long as at least $500 million of our 7.5% senior secured notes remain outstanding, unless a majority of the note holders request nomination of a different director, pursuant to procedures set forth in the Bylaws. The Board has renominated Mr. Boland for election as a Board member.

BERKADIA LLC, BERKSHIRE HATHAWAY INC. AND LEUCADIA NATIONAL CORPORATION:

Mr. Cumming is the Chairman of the Board of Leucadia and Mr. Steinberg is a director and President of Leucadia. Each beneficially owns in excess of 10% of the outstanding common shares of that company. Mr. Mara is Executive Vice President of Leucadia.

Leucadia manages FINOVA pursuant to the Management Services Agreement, which was originally entered into in February 2001, before FINOVA commenced the reorganization proceedings. The management agreement expires in 2011 and provides that Leucadia will appoint the Chairman, President and other officers as it deems necessary to fulfill its duties. Leucadia will generally manage our affairs, subject to direction by the Board of Directors.

The management agreement was entered into simultaneously with the execution of a $6 billion loan commitment from Berkadia LLC, a joint venture between Berkshire Hathaway Inc. and Leucadia. FINOVA paid Berkadia $120 million in commitment and funding fees. Berkadia loaned FINOVA $5.6 billion in August 2001 to finance FINOVA's plan of reorganization. The Berkadia loan bears annual interest at the London Interbank Offered Rate plus 2.25%. Interest is payable monthly. The loan matures in 2006, but principal must be repaid earlier if excess cash is available, as set forth in our credit agreements.

When the Berkadia loan was made, FINOVA issued to Berkadia sufficient common stock in FINOVA to result in Berkadia holding 50% of the total number of outstanding shares of common stock upon emergence from the reorganization proceedings, as required by the plan of reorganization. The management fee to Leucadia, the fees paid to Berkadia, the issuance of the stock and the terms of the Berkadia loan were approved by the bankruptcy court overseeing FINOVA's reorganization.

FINOVA pays Leucadia $8 million each year for management fees under the Management Services Agreement. Fees are paid quarterly. As of the Record Date, FNOVA has paid Leucadia $2 million of management fees in 2003. Leucadia has advised us that the $8 million annual management fee is shared equally with Berkshire Hathaway under the terms of the Berkadia LLC operating agreement.

We do not pay compensation for the services of Messrs. Cumming, Steinberg and Mara or any of their other personnel providing service, except for the management fee noted above. Under the management agreement, we pay reasonable out-of-pocket expenses incurred by those individuals. We also pay Messrs. Cumming, Steinberg and Mara directors' fees for their service as directors, and did the same for Mr. Hershfield while he served in that capacity.

Mr. Hershfield had an interest in cash proceeds received by Leucadia from its investment in FINOVA. Leucadia has advised FINOVA that Mr. Hershfield received approximately $380,000 from Leucadia during 2002 pursuant to that interest.

During 2002, FINOVA repaid $2.725 billion of principal and approximately $137 million of interest and fees to Berkadia on that loan. It also paid Berkadia approximately $800,000 for its share of the net interest savings on repurchases of New Senior Notes. The terms of the Berkadia loan and that note repurchase program are described more fully in FINOVA's Annual Report on Form 10-K for 2002.

GROUPSYSTEMS.COM, INC.:

Mr. Smith serves as Chairman and Chief Executive Officer of GroupSystems.com, Inc., formerly known as Ventana Corporation, which markets interactive computer systems software and services. FINOVA Capital owns 600,000 shares of GroupSystems' common stock, representing approximately 6.5% of its common stock, plus warrants for an additional 7% of its stock. In addition, FINOVA Capital granted GroupSystems a $1,000,000 line of credit, which was converted in 2000 into a term loan for $870,000. That loan has an outstanding balance of approximately $409,000 as of March 14, 2003. The loan matured on December 31, 2002, and GroupSystems failed to repay amounts due at that time. FINOVA has declared it in default and is in negotiations with the borrower. The line of credit to GroupSystems and the purchase of shares were granted before Mr. Smith became a member of our Board. The line of credit was made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons.