<PAGE>

                                                                   Exhibit 10(g)
 
                AGREEMENT FOR THE ALLOCATION OF FEDERAL, STATE
              AND FOREIGN INCOME TAX LIABILITY AND BENEFITS AMONG
             HELLER INTERNATIONAL CORPORATION AND ITS SUBSIDIARIES
             -----------------------------------------------------


This Agreement, effective as of July 1, 1996, is made by and between Heller
International Corporation and its affiliates ("HIC Group").  Each affiliate and
its member designation ("Member") is set forth in Exhibit I.

1.   GENERAL PURPOSE
     ---------------

Each of the Members agrees that it shall adhere to the following policy with
respect to the annual allocation of the consolidated U.S. federal income,
aggregate state income and foreign tax liabilities or refunds of the Group, and
in the calculation of deferred income tax liability or assets under Statement of
Financial Accounting Standards ("SFAS") No. 109 (Accounting for Income Taxes).

2.   DEFINITION
     ----------

For purposes of this Agreement, the term "tax provision and/or benefit" means
(1) the tax provision or benefit reported as such in the financial statements of
the applicable Member plus or minus (2) any additional net tax benefit or
expense reported or otherwise reflected elsewhere in such financial statements.

3.   CALCULATION OF TAX
     ------------------

I.   HIC Group

The HIC Group is comprised of two Members: the HFI Member and the Non-HFI
Member.  For the HIC Group, the total current and deferred tax provision and/or
benefit is equal to the sum of the total current and deferred tax provision
and/or benefit based on the filing of the following federal and state income tax
returns and foreign tax provision:

     A.   Heller International Corporation and Consolidated Subsidiaries tax
          return; and

     B.   Heller International Group, Inc. and Consolidated Subsidiaries tax
          return.
<PAGE>
 
II.  HFI Member

The total current and deferred tax provision and/or benefit of the HFI Member is
equal to the sum of the total current and deferred tax provision and/or benefit
of:

     A.   Heller Financial, Inc. and its 100%-owned subsidiaries ("HFI
          Component"); and

     B.   Heller International Group, Inc. and its consolidated subsidiaries
          ("HIG Component").

III. Non-HFI Member

The total current and deferred tax provision and/or benefit of the Non-HFI
Member is equal to the total current and deferred tax provision and/or benefit
of the HIC Group less the total current and deferred tax provision and/or
benefit of the HFI Member.

4.   CURRENT TAX PROVISION OF HFI MEMBER
     -----------------------------------

I.   HFI Component

     A.   The HFI Component will determine its U.S. federal income tax provision
          for regular or alternative minimum tax ("AMT") or refunds for any
          period for which tax is computed as if it had filed a separate
          consolidated U.S. federal income tax return.

     B.   The HFI Component will determine the aggregate state income tax
          provision for regular or AMT or refunds for any period for which tax
          is computed as if HFI and its 100%-owned subsidiaries and HIG and its
          consolidated subsidiaries had filed separate single entity state
          returns, combined state returns or consolidated state returns
          (depending on the states' applicable laws)./1/

     C.   The foreign tax provision will be attributed to the HFI Component if
          it bears the tax liability and any refund shall be attributed to the
          HFI Component if it had originally been attributed the foreign tax
          provision being refunded.

----------
/1/  Since the HIG Component files state tax returns only as a part of the
     HFI Component, any state tax provision will be included in the
     calculation of the HFI Component's state income tax provision.
<PAGE>
 
II.  HIG Component

     A.   The HIG Component will determine its U.S. federal income tax provision
          for regular or alternative minimum tax ("AMT") or refunds for any
          period for which tax is computed based on its own separate
          consolidated U.S. federal tax return.

     B.   The foreign tax provision will be attributed to the HIG Component if
          it bears the tax liability and any refund shall be attributed to the
          HIG Component if it had originally been attributed the foreign tax
          provision being refunded.

5.   DEFERRED TAX PROVISION OR BENEFIT OF HFI MEMBER
     -----------------------------------------------

The deferred tax provision and benefit shall be computed in accordance with SFAS
No. 109 and allocated in the same manner as the current tax provision; that is,
the HIC Group's consolidated deferred tax provision or benefit for regular tax
or AMT shall be

allocated to the HFI Member as follows:

     A.   HFI Component:

          1.   As if the HFI Component had filed a consolidated U.S. federal
               return on a separate basis; and

          2.   As if the HFI and its 100%-owned subsidiaries and HIG and its
               consolidated subsidiaries had filed separate single entity state
               returns, combined state reports or consolidated state returns
               (depending on the states' applicable laws).

     B.   HIG Component:

          1.   Based on its own separate consolidated U.S. federal tax return.

6.   ALLOCATION OF ADDITIONAL CURRENT TAX PROVISION
     ----------------------------------------------

If an additional HIC Group current tax provision is required due to a tax
assessment by the Internal Revenue Service or state departments of revenue, or
due to the filing of an amended return, such additional current provision shall
be allocated to the Members of the Group on the same basis as the current tax
provision is allocated.
<PAGE>
 
7.   PAYMENT OF CURRENT TAX PROVISION TO PARENT
     ------------------------------------------

On or about last day of the each calendar quarter, the HFI Component will pay a
prorated estimate of its current year tax provision, if any, to its parent
(Heller International Corporation).  If the total estimated current year tax
provision differs from the HFI Component's final tax provision (as determined
from the federal and state tax returns for Heller International Corporation and
Consolidated Subsidiaries filed in the subsequent year), then, as appropriate,
Heller International Corporation shall refund any overpayment to the HFI
Component or the HFI Component shall pay to Heller International Corporation any
deficiency.

8.   INTRA-MEMBER ALLOCATION OF CURRENT & DEFERRED TAX PROVISION OR  BENEFITS
     ------------------------------------------------------------------------

The intra-Member allocation of current and deferred federal, state and foreign
income tax provisions and benefits among the corporations and subsidiaries will
be consistent with the methodology described in Section 4 of this Agreement.


This Agreement between the parties amends and supersedes the prior Agreement
dated as of January 1, 1993 on the subject matter thereof and is effective as of
July 1, 1996.

IN WITNESS WHEREOF, each of the undersigned corporations has executed this
Agreement by an officer thereunto duly authorized.


HELLER FINANCIAL, INC.

By:    /s/ Deborah Samz
Name:  Deborah Samz
Title: Senior Vice President


HELLER INTERNATIONAL GROUP, INC.

By:    /s/ Deborah Samz
Name:  Deborah Samz
Title: Senior Vice President

[signatures continued on following page]
<PAGE>
 
HELLER INTERNATIONAL CORPORATION

By:    /s/ Deborah Samz
Name:  Deborah Samz
Title: Senior Vice President

WALTER E. HELLER & COMPANY

By:    /s/ Judith L. McCoy
Name:  Judith L. McCoy
Title: Assistant Treasurer

HELLER ADVISORY CORPORATION

By:    /s/ Judith L. McCoy
Name:  Judith L. McCoy
Title: Assistant Treasurer

HELLER INVESTMENT CORPORATION

By:    /s/ Deborah Samz
Name:  Deborah Samz
Title: Vice President

HELLER DELAWARE HOLDINGS, INC.

By:    /s/ Judith L. McCoy
Name:  Judith L. McCoy
Title: Treasurer
<PAGE>
        
                  AGREEMENT FOR THE ALLOCATION OF FEDERAL AND
                 STATE INCOME TAX LIABILITY AND BENEFIT  AMONG
                                      THE
                MEMBERS OF THE HELLER INTERNATIONAL CORPORATION
                     AFFILIATED (AT LEAST 80% OWNED) GROUP
                    --------------------------------------

                                   EXHIBIT I
                             MEMBERS OF THE GROUP
                             --------------------

The term "Members" as used in this Agreement is defined as follows:

     1.   Heller Financial, Inc. and subsidiaries Member ("HFI Member") which is
          comprised of:

          A.  Heller Financial, Inc. and its 100%-owned subsidiaries ("HFI
              Component"); and

          B.  Heller International Group, Inc. and its subsidiaries ("HIG
              Component");

     2.   All other non-HFI Member corporations (collectively referred to as the
          "Non-HFI Member") which are comprised of the following:

          a.  Heller International Corporation;

          b.  Walter E. Heller & Company and its Subsidiaries;

          c.  Heller Advisory Corporation;

          d.  Heller Investment Corporation; and

          e.  Heller Delaware Holdings, Inc.