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                                                                  Exhibit  10(r)


                                FIRST AMENDMENT
                                    TO THE
                            HELLER FINANCIAL, INC.
                        SAVINGS AND PROFIT SHARING PLAN
                                        
               as amended and restated effective January 1, 1989
               -------------------------------------------------


     WHEREAS, Heller Financial, Inc. (the "Company") adopted a profit sharing
plan for the benefit of its employees in 1951 and amended and restated that plan
numerous times since and most recently amended and restated such plan, now known
as the Heller Financial, Inc. Savings and Profit Sharing Plan (the "Plan"),
effective January 1, 1989; and

     WHEREAS, the Company retained the right to amend the Plan pursuant to
Section 11.2 thereof; and

     WHEREAS, the Company now deems it desirable to further amend the Plan;

     NOW, THEREFORE, BE IT RESOLVED, the Plan is hereby amended as follows:

     1.   The following is added to the end of Section 2.16 of the Plan to
read as follows:

     Effective January 1, 1989, the term Eligible Employee shall include any
     individual who (i) is a citizen or resident of the United States, (ii) is
     employed by a foreign affiliate (as defined in Section 3121(l) (6) of the
     Internal Revenue Code) of an Employer with respect to which the Employer
     has entered into an agreement under Section 3121(l) of the Internal Revenue
     Code, (iii) is not provided with contributions under any funded plan of
     deferred compensation (whether or not qualified under Section 401(a) or
     403(a) of the Internal Revenue Code) with respect to the remuneration paid
     to such individual by such foreign affiliate, and (iv) was an Eligible
     Employee immediately prior to becoming an employee of such foreign
     affiliate.  Such an Eligible Employee shall be treated as employed by an
     Employer for purposes of the Plan and the compensation paid to an Eligible
     Employee by a foreign affiliate shall be treated for purposes of Section
     2.12 of the Plan as having been paid to the Eligible Employee by an
     Employer.

     2.   Section 2.3 of the Plan is amended, effective February 1, 1993, to
read as follows:

       (a) with respect to Employer Profit Sharing Contributions, a Participant
     who (1) is an Eligible Employee employed by an Employer as of the last
     business day of the Plan Year; (2) is credited with at least 900 Hours of
     Service during such Plan Year; (3) effective for Plan Years beginning after
     1989, is not a Highly Compensated Employee for such Plan Year and (4) was
     not eligible to participate in an incentive plan maintained by an Employer
     (excluding the Operations Plan), on any day in the Plan Year;
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       (b) with respect to Employer Compensation Reduction Contributions,
     Special Employer Contributions, Forfeitures, Rollover Contributions and
     with respect to determining the actual deferral percentage under Section
     5.3(c), a Participant who is an Eligible Employee on any day of the Plan
     Year, and with respect to determining the actual contribution percentage
     test under Section 5.4(c), an Eligible Employee who is participating under
     the Plan for purposes of Employer Matching Contributions; and

       (c) with respect to Employer Matching Contributions attributable to
     Employer Compensation Reduction Contributions matchable under Section 4.4
     and made with respect to Compensation paid for payroll periods: (I)
     beginning on or after January 1 and ending on or before June 30 of each
     applicable Plan Year, a Participant who is an Eligible Employee employed by
     an Employer on the last business day on or before June 30; and (2)
     beginning on or after July 1 and ending on or before December 31 of each
     applicable Plan Year, a Participant who is an Eligible Employee employed by
     an Employer on the last business day on or before December 31.

       3.   Section 2.14 of the Plan is amended effective January 1, 1993, to
read as follows:

            2.14 "Disability" or "Disabled" means a physical or mental condition
          which totally and presumably permanently prevents a Participant from
          engaging in any substantially gainful activity, based on a medical
          examination by a doctor or clinic acceptable to the Committee, and
          which entitles the Participant to benefits under the Company's long-
          term disability plan; provided, however, that "Disability" shall not
          include any such condition which results from chronic alcoholism, 
          self-addition to narcotics, an injury suffered while engaged in a
          felonious or criminal act or enterprise, or service in the Armed
          Forces of the United States which entitles the Participant to a
          veteran's disability pension. For purposes of Section 8.5(d) a
          Disability shall be considered to have ended if the Participant (a) is
          reemployed by an Employer, (b) engages in any substantially gainful
          activity, except for such employment as is found by the Committee to
          be for the primary purpose of rehabilitation or is not incompatible
          with a finding of total and permanent disability, (c) has sufficiently
          recovered, in the opinion of the Committee, based on a medical
          examination by a doctor or clinic appointed by the Committee, to be
          able to engage in regular employment with the Employer and refuses an
          offer of employment of the Employer or (d) refuses to undergo any
          medical examination requested by the Committee (but in no event shall
          the Participant be required to undergo more than two (2) medical
          examinations in any calendar year).

       4.   Section 3.1 of the Plan is amended, effective January 1, 1993, to
read as follows:

               3.1  Participation.  Each Eligible Employee who was a Participant
          in the Plan on December 31, 1992 shall be a Participant in this Plan
          immediately upon January 1, 1993 in accordance with the terms 

                                       2
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          hereof. Each other Eligible Employee shall become a Participant in the
          Plan:

          (i)   for purposes of Employer Profit Sharing Contributions, on the
                January 1 or July 1 following the date on which he becomes an
                Eligible Employee;

          (ii)  for purposes of Employer Compensation Reduction Contributions,
                if the Eligible Employee is hired prior to the 21st day of a
                calendar month, the first day of the month following the month
                in which he is hired, and if the Eligible Employee is hired on
                or after the 21st day of a calendar month, the first day of the
                second calendar month following the month in which he is hired;
                and

         (iii)  for purposes of Employer Matching Contributions, (A) if the
                Eligible Employee was hired prior to January 1, 1993, the date
                on which he became an Eligible Employee, or (B) if the Eligible
                Employee is hired on or after January 1, 1993, the January 1 or
                July 1 coinciding with or next following the date the Eligible
                Employee completes a year of Continuous Service (as defined in
                Section 8.5).

     Admission to participation in the Plan shall only be made when an Eligible
     Employee is not on an Authorized Leave of Absence or serving with the Armed
     Forces of the United States.  Each Participant shall continue as such until
     the later of his Termination of Employment or the distribution of his
     entire vested Accrued Benefit.

     5.   Subsection (a) of Section 4.4 of the Plan is amended, effective
January 1, 1993, to read as follows:

          (a) Employer Matching Contributions.

               (i)  Pre-1993 Hires.   If an Eligible Employee is hired prior to
                    January 1, 1993, effective with respect to Employer
                    Compensation Reduction Contributions made on or after March
                    1, 1990, each Employer shall contribute for each Plan Year
                    on behalf of each such Eligible Employee who is an Active
                    Participant for that Plan Year an Employer Matching
                    Contribution equal to fifty percent (50%) (or such greater
                    or lesser percentage determined by the Committee) of such
                    Contributions made during each month of such Plan Year up to
                    a maximum of five percent (5%) (or such greater or lesser
                    percentage determined by the Committee) of such Active
                    Participant's Compensation paid during such month; provided
                    that no Employer Matching Contribution for any Plan Year or
                    other period established by the Committee shall exceed an
                    amount or a percentage of Compensation or Employer
                    Compensation Reduction 

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                    Contributions which may from time to time be established by
                    the Committee. Each such Participant shall be fully vested
                    in any such Employer Matching Contributions which are
                    allocated to his Matching Contribution Account.

               (ii) Post-1992 Hires.  If an Eligible Employee is hired on or
                    after January 1, 1993, effective for each applicable Plan
                    Year each Employer shall contribute, on behalf of each
                    Active Participant, an Employer Matching Contribution, with
                    respect to Employer Compensation Reduction Contributions
                    made on or after the date on which the Eligible Employee
                    became a Participant for purposes of Employer Matching
                    Contributions pursuant to Section 3.1(iii)(B), equal to
                    fifty percent (50%) (or such greater or lesser percentage
                    determined by the Committee) of such Active Participant's
                    Employer Compensation Reduction Contributions made during
                    each month of such Plan Year up to a maximum of five percent
                    (5%) (or such greater or lesser percentage determined by the
                    Committee) of the Active Participant's Compensation paid
                    during such month; provided that no Employer Matching
                    Contribution for any Plan Year or other period established
                    by the Committee shall exceed an amount or a percentage of
                    Compensation or Employer Compensation Reduction
                    Contributions which may from time to time be established by
                    the Committee.   Each such Participant shall be vested in
                    his Employer Matching Contributions which are allocated to
                    his Matching Contribution Account in accordance with Section
                    8.5.

     6.   Section 8.5 of the Plan is amended, effective January 1, 1993, to read
as follows:

          8.5  Vested Interests.

                    (a) Termination Upon Normal Retirement Date Death or
               Disability.  A Participant's Accrued Benefit shall be fully
               vested and non-forfeitable if on or before the date he has a
               Termination of Employment the Participant attains age 65, dies or
               becomes Disabled.

                    (b) Other Termination.  A Participant shall be fully vested
               at all times in his Compensation Reduction Account, Rollover
               Account, Profit Sharing Contribution Account, Employee
               Contribution Account and Employer Contribution Account.  A
               Participant who is hired prior to January 1, 1993 shall be fully
               vested at all times in his Matching Contribution Account.  A
               Participant who is hired on or after January 1, 1993 shall,
               except as provided in 8.5(a), have a vested interest in his
               Matching Contribution Account as follows:

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<TABLE>
<CAPTION>
 
                         Years of                   Percent    Percent
                    Continuous Service              Vested   Forfeitable
                    ------------------              -------  -----------
                    <S>                             <C>      <C>
                    Less than 1                        0%       100%
                    1 year but less than 2            20%        80%
                    2 years but less than 3           40%        60%
                    3 years but less than 4           60%        40%
                    4 years but less than 5           80%        20%
                    5 years or more                  100%         0%
</TABLE>

                    (c) Forfeitures.  If a Participant has a Termination of
               Employment, he shall forfeit any unvested portion of his Matching
               Contribution Account as of the last day of the Plan Year in which
               he receives a distribution from the Plan.  If the participant has
               not received a distribution before he incurs a five-year "Period
               of Severance" (as defined below), he shall forfeit any unvested
               portion of his Matching Contribution Account after such five year
               Period of Severance.  Forfeitures under this subsection (c) shall
               be used to pay Employer Matching Contributions to the Plan and
               any Plan expenses.  If a Participant who has forfeited his
               unvested Matching Contribution Account shall be reemployed by an
               Employer before incurring a five-year Period of Severance, his
               amount forfeited shall be restored to his Matching Contribution
               Account.  Thereafter, if such a Participant again incurs a
               Termination of Employment under circumstances in which he is not
               fully vested in his Matching Contribution Account, the portion of
               his Matching Contribution Account distributable on the date of
               his later Termination of Employment shall be calculated as
               follows:

          the amount distributed to the Participant from his Matching
          Contribution Account upon his earlier Termination of Employment shall
          be added to the balance of his Matching Contribution Account;

                (ii) the amount determined under paragraph (i) shall be
                     multiplied by the vested percentage as of the date of his
                     later Termination of Employment determined under this
                     Section 8.5; and

               (iii) the amount distributed to the Participant upon his earlier
                     Termination of Employment shall be deducted from the
                     product calculated under paragraph (ii) to determine the
                     amount distributable upon his later Termination of
                     Employment.

               If a Participant who has forfeited his unvested Matching
               Contribution Account shall be reemployed by an Employer after
               incurring a five-year Period of Severance, his amount forfeited
               shall not be restored to his Matching Contribution Account.  If
               all or a portion of the Participant's vested Matching
               Contribution Account prior to his Termination of 

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               Employment was not distributed prior to his resumption of service
               and was not 100% vested upon Termination of Employment, then: (i)
               the vested portion of the Participant's Matching Contribution
               Account prior to his five-year Period of Severance which has not
               been distributed shall be held in a pre-break Matching
               Contribution Account, which shall be 100% vested; and (ii) the
               Participant's Employer Matching Contributions and forfeitures
               attributable to service after the five-year Period of Severance
               shall be held in a post-break Matching Contribution Account,
               which, shall be vested in accordance with Section 8.5(b).

               (d) "Continuous Service" means the period of employment of an
          Employee by an Employer or Commonly Controlled Entity, including
          periods of Authorized Leave of Absence and Disability, measured from
          the date an Employee first performs an _____ Hour of Service upon
          employment or reemployment to the date of an Employee's Termination of
          Employment; provided that an Employee shall not be credited with more
          than 12 months of Continuous Service with respect to any single period
          of Disability or Authorized Leave of Absence (other than an absence
          for military duty or jury duty) and provided, further, that if an
          Employee who has a Termination of Employment is reemployed by an
          Employer or a Commonly Controlled Entity and performs an Hour of
          Service before he incurs a one-year Period of Severance, such
          Termination of Employment shall be disregarded and his employment
          shall be treated as continuous through the date he resumes employment
          as an Employee.

               (e) "Period of Severance" means the period of time from (A) an
          Employee's Termination of Employment or (B) in the case of an Employee
          who has a Termination of Employment while on or immediately following
          an Authorized Leave of Absence, from the beginning of such Authorized
          Leave of Absence, or (C) in the case of a "Parental Leave" (defined
          below), from the date two years after the date on which such Parental
          Leave began if the Parental Leave continues through such date, until
          the date on which the Employee is credited with an Hour of Service
          upon reemployment by an Employer or a Commonly Controlled Entity.

               (f) "Parental Leave" means a period of time beginning after
          December 31, 1984, during which an Employee is absent from work: (A)
          by reason of the pregnancy of the Employee, (B) by reason of the birth
          of a child of the Employee, (C) by reason of the placement of a child
          with the Employee in connection with the adoption of such child by
          such Employee, or (D) for purposes of caring for such child for a
          period beginning immediately following such birth or placement.  An
          absence from work shall not be a Parental Leave unless the Employee
          furnishes the Committee such timely information as may reasonably be
          required to establish that the absence from work was for one of the
          reasons specified in this Section 4.4(a)(v) and the number of days for
          which there was such an absence.  Nothing 

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<PAGE>
 
          contained herein shall be construed to establish an Employer policy of
          treating a Parental Leave as an Authorized Leave of Absence.

               (g) "Vested".  Notwithstanding any provision of the Plan to the
          contrary, for purposes of Article VIII, the term Accrued Benefit shall
          be read to mean vested Accrued Benefit.

     7.   A new Section 8.14 is added to this Plan, effective January 1, 1993,
to read as follows:

     8.14 Eligible Rollover Distributions.

               (a) This Section applies to distributions made on or after
          January 1, 1993.  Notwithstanding any provision of the Plan to the
          contrary that would otherwise limit a distributee's election under
          this Section, a distributee may elect, at the time and in the manner
          prescribed by the Plan Administrator, to have any portion of an
          eligible rollover distribution paid directly to an eligible retirement
          plan specified by the distributee in a direct rollover; provided,
          however, that an eligible rollover distribution of less than $200
          shall not be eligible for a direct rollover.

               (b) The Plan is considered an eligible retirement plan to which
          Participants may direct an eligible rollover distribution from a prior
          employer's plan be made.  A direct rollover into the Plan shall be
          treated as a Rollover Contribution and held in the Participant's
          Rollover Account.

               (c)  Definitions.

                    (i)  "Eligible rollover distribution": An eligible rollover
                         distribution is any distribution of all or any portion
                         of the balance to the credit of the distributee, except
                         that an eligible rollover distribution does not
                         include: any distribution that is one of a series of
                         substantially equal periodic payments (not less
                         frequently than annually) made for the life (or life
                         expectancy) of the distributee or the joint lives (or
                         joint life expectancies) of the distributee and the
                         distributee's designated beneficiary, or for a
                         specified period of ten years or more; any distribution
                         to the extent such distribution is required under
                         Section 401(a) (9) of the Code; any distribution that
                         is made pursuant to Sections 5.2, 5.3, 5.4 or 5.5; and
                         the portion of any distribution that is not includable
                         in gross income.
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                   (ii)  "Eligible retirement plan": An eligible retirement plan
                         is an individual retirement account described in
                         Section 408(a) of the Code, an individual retirement
                         annuity described in Section 408(b) of the Code, an
                         annuity plan described in Section 403(a) of the Code,
                         or a qualified trust described in Section 401(a) of the
                         Code, that accepts the distributee's eligible rollover
                         distribution.  However, in the case of an eligible
                         rollover distribution to the surviving spouse, an
                         eligible retirement plan is an individual retirement
                         account or individual retirement annuity.

                  (iii)  "Distributee": A distributee includes an employee or
                         former employee.  In addition, the employee's or former
                         employee's surviving spouse and the employee's or
                         former employee's spouse or former spouse who is the
                         alternate payee under a qualified domestic relations
                         order, as defined in Section 414(p) of the Code, are
                         distributees with regard to the interest of the spouse
                         or former spouse.

                   (iv)  "Direct rollover": A direct rollover is a distribution
                         by the Plan made payable to the trustee of the eligible
                         retirement plan specified by the distributee.


          IN WITNESS WHEREOF, the amendment is executed by the Company this
23rd day of December, 1993 by its duly authorized officer.

                              HELLER FINANCIAL, INC.

                              By: /s/ Peggi L. Sturm 
                                  ----------------------  
                              Its: Vice President
                                   ---------------------