EXHIBIT 10.L

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Memorandum                                               [LOGO APPEARS HERE]
                                                         FINANCIAL INNOVATORS

Date     February 6, 2002

To:      *FNAME** *MI** *LNAME**, *TITLE**

From:    William C. Roche, Sr. Vice President-Chief Administrative Officer

Re:      2002 ANNUAL INCENTIVE PLAN

Just before the Christmas holiday, I announced we had finalized our 2002 Annual
Incentive Plan. In that same memo, I indicated that you would receive details,
in January, of what the plan would specifically mean to you. Although it's a
bit later than anticipated, this letter describes your bonus opportunities
under the 2002 Annual Incentive Plan and reiterates your benefits under the
FINOVA Enhanced Severance Plan.



 .     Bonus opportunities: Your range of bonus opportunities under this plan is
      from 0% to *MAX**% of your base salary. The Plan has been specifically
      designed to be discretionary in nature. In addition to your personal
      performance, other factors bearing on your bonus award will be (1) the
      company's results (2) the results of your function or department and (3)
      the circumstances under which the results were achieved. Results will be
      measured primarily against your function's or department's Key
      Performance Drivers (which will be developed and communicated to you in
      February) and your individual 2002 performance objectives. Your Year-End
      Performance Review will evaluate how you achieved your objectives, such
      as your attitude, commitment and support for others with whom you work.

      If you do well, your department or function does well and the company
      achieves everything expected of it, you should expect a bonus midway of
      the range of bonus opportunities - approximately *MID**% of your annual
      base salary. Falling short of expectations - either personally or as a
      department and/or as a company - will likely result in a bonus of less
      than *MID**% of annual base salary. The degree to which you, your
      department and/or the company exceed expectations will determine the
      level of your bonus above *MID**% of your annual salary.

 .     Payment of award: Any bonus will be paid in February 2003, less
      applicable taxes.

 .     Leaves of absence: As under prior bonus plans, periods of approved
      leaves of absence (e.g. medical, workers' compensation or personal) will
      not be eligible for bonus consideration, except as required by law. Any
      bonus paid will be pro-rated to take into account the absence period.

 .     Reductions in force: Employees who are terminated by the company for
      reasons other than cause or performance will receive a pro-rata portion
      of their bonus award based upon recommendations by their supervisor.
      Company, function/department results and individual performance will be
      taken into account.

Severance: The Board of Directors voted to extend the existing enhanced levels
of severance benefits beyond 2002 for most employees in accordance the FINOVA
Enhanced Severance Plan. For your convenience, summary information on the
enhanced severance plan follows.

 .     Enhanced Severance: In the event you are involuntarily terminated for
      reasons other than cause or performance, you will be eligible to receive
      severance pay in a lump sum, less applicable taxes, equal to *SWKS**
      weeks of your base salary based on the years of service you have with
      FINOVA with a

 * is for less than less than

** is for greater than greater than




      minimum of *SMIN** weeks and a maximum of 52 weeks. The calculation will
      be based on whole years and pro-rated for any portion of a year.

 .     COBRA: Additionally, the Company will pay COBRA premiums (medical only)
      on your behalf for a period of time equal to the number of weeks of
      severance pay you receive, rounded up to the next whole month. You must
      be a participant in the medical plan at the time you are terminated,
      enroll in the plan through COBRA, and send a copy of the enrollment
      materials to FINOVA to receive this benefit.

 .     Career Continuation Counseling: You will also receive career-planning
      services to help you obtain future employment, details of which will be
      provided to you by your Human Resource Manager.

 .     Resignations and Terminations for Cause or Performance: Employees who
      voluntarily resign or are terminated for cause or performance are not
      eligible to receive the enhanced severance benefits.

 .     Retirements: Employees who retire are not eligible for severance
      benefits, but may be eligible for other payments under the 2002
      Incentive Plan, depending upon, among other things, the timing of their
      retirements, the amounts of notice and performance. Determinations will
      be made on a case-by-case basis, with the approval of the SVP-Chief
      Administration Officer.

I hope this information is helpful. In the event you have questions about the
bonus plan, the severance plan, or any other HR-related matters, I am making
arrangements to be available and conduct presentations. Your HR manager will
provide further details when these arrangements are finalized. In the meantime,
please feel free to contact your HR manager, Peggy Taylor, or me.