Agreement:    As part of FINOVA’s reorganization, FINOVA and Leucadia entered into a management agreement that expires in 2011, at a cost of $8 million per year plus expense reimbursements. Pursuant to its terms and subject to the authority of the Board, Leucadia provides general management of FINOVA. Messrs. Cumming, Steinberg and Mara serve as executives of FINOVA for no additional compensation other than compensation paid to them as Board members.


     Leucadia also provides other employees to assist FINOVA from time to time, also at no additional compensation other than expense reimbursements. The following discussion of compensation practices does not apply to the Leucadia personnel working for FINOVA.