<PAGE>
 
                                                                   Exhibit 10(t)



                               THIRD AMENDMENT OF
                               ------------------
                             HELLER FINANCIAL, INC.
                             ----------------------
                        SAVINGS AND PROFIT SHARING PLAN
                        -------------------------------



          WHEREAS, Heller Financial, Inc. (the "Company") maintains the Heller
Financial, Inc. Savings and Profit Sharing Plan, as amended and restated
effective as of January 1, 1989, (the "Plan") for the benefit of its eligible
employees and the eligible employees of its affiliates that adopt the Plan with
the Company's consent; and

          WHEREAS, the Plan has previously been amended and further amendment
thereof now is considered desirable;

          NOW, THEREFORE, in exercise of the power reserved to the Company by
Section 11.2 of the Plan and pursuant to the authority granted to the
undersigned officer by resolutions adopted by the Board of Directors of the
Company, the Plan be and hereby is amended in the following particulars,
effective as of August 1, 1995:

          1.  By deleting the second sentence from Section 2.2 of the Plan.

     Explanation.  This particular deletes a sentence in the definition Accrued
     Benefit regarding the valuation of the Accrued Benefit.  The deleted
     sentence was inaccurate given the change to daily valuation.

          2.  By deleting Section 2.12(d) from the Plan.

     Explanation.  This particular deletes an operative rule in the definition
     of compensation dealing with participants in another incentive plan for a
     portion of a plan year that has now been included in the profit sharing
     allocation rules under Section 6.1.
<PAGE>
 
          3.  By deleting Section 2.3 from the Plan.

     Explanation.  Section 2.3 defining "active participant" has been deleted
     from the plan in an effort to streamline some of the plan's complex
     language.  The operative rules that were included in the definition have
     been moved to the eligibility and participation provisions of Section 3.1
     and to the extent applicable to the allocation rules under Section 6.1,
     6.2, 6.3 and 6.4.  Hopefully this change will help make the document more
     "user-friendly" with respect to these rules.


          4.  By substituting the following for the first sentence of Section
2.16 of the Plan:

     "Eligible Employee" means any full or part-time Employee employed by an
     Employer but excluding any Employee who is a member of a collective
     bargaining unit represented by a collective bargaining agent with which the
     Employer has or has had a bargaining agreement, unless such agreement
     requires that the Employee participate in the Plan.  A full-time Employee
     is any regular Employee who is scheduled to work full-time hours (as
     determined by the Employer) on a regular and continuous basis (i.e.
     consistently for a period or six months or more) and a part-time Employee
     is any regular Employee who is scheduled to work on a regular and
     continuous basis (i.e. consistently for a period of six months or more)
     fewer hours per week than the hours of a full-time Employee.  Employees
     whose period of employment is not expected to exceed six months shall not
     be considered either full or part-time regular Employees until such time as
     their period of employment has exceeded six months."

     Explanation.  The definition of eligible employee has been modified by this
     particular to include references to full and part-time employees and to
     revise the exclusion of temporary employees.  As we discussed at our
     meetings last summer on the summary plan description, temporary employees
     who complete a minimum service requirement must be entitled to participate
     in the plan.  The complete exclusion of temporary employee under the prior
     definition presented a qualification issue for the plan.  As revised,
     temporary employees will be eligible after they have been employed for six
     months.


          5.  By deleting Section 2.32 from the Plan:

     Explanation.  The definition of "rollover contribution" in Section 3.23
     needed to be revised to reflect the correct Code Section reference and in
     an effort to streamline

                                      -2-
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     the plan language we incorporated the definition in Section 4.8 of the plan
     since that is the only place in the document that the definition is used.


          6.  By substituting the following for Section 2.38 of the Plan:

          "2.38.  'Valuation Date' means each business day during the Plan
     Year."

     Explanation.  The definition of "valuation date" has been revised to
     reflect daily valuation.


          7.  By renumbering the Sections in Article II and by making any
appropriate cross-reference changes to reflect the deletions of Sections 2.2,
2.12(d), 2.3 and 2.32 above.


          8.  By substituting the following for Section 3.1 of the Plan:

          "3.1.  Participation.  Each Eligible Employee who was a Participant in
     the Plan on December 31, 1992 shall continue to be a Participant in the
     Plan on and after that date subject to the terms and conditions of the
     Plan.  Each other Eligible Employee shall become a Participant on his date
     of hire provided that:

          (a)  for purposes of Employer Profit Sharing Contributions, the
               Eligible Employee shall not be considered to be a Participant
               until the first January 1 or July 1 coincident with or next
               following his date of hire, and

          (b)  for purposes of Employer Matching Contributions, the Eligible
               Employee shall not be considered to be a Participant until the
               first January 1 or July 1 coincident 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.  For purposes of this Section 3.1, in the
     event that a particular January 1 or July 1 is not a regular business day,
     then this subsection

                                      -3-
<PAGE>
 
     shall be read to mean the first regular business day following such January
     1 or July 1."

     Explanation.  Section 3.1 has been revised to delete the old timing rules
     for participants' compensation reduction contribution elections now that
     such elections can be made immediately.


          9.  By substituting the following for Sections 3.3 and 3.4 of the
Plan:

          "3.3.  Participation Upon Change of Job Status.  An Employee who is
     not a Participant because he is not an Eligible Employee, shall become a
     Participant upon the date of his becoming an Eligible Employee; provided,
     that (a) such an Employee shall not be eligible for Employer Profit Sharing
     Contributions until the later of the date such Employee first satisfies the
     requirements of Section 3.1(a) (whether before or after becoming an
     Eligible Employee) and the date the Employee becomes an Eligible Employee
     and (b) such an Employee shall not be eligible for Employer Matching
     Contributions until the later of the date such Employee first satisfies the
     requirements of Section 3.1(b) (either before or after becoming an Eligible
     Employee) and the date such Employee becomes an Eligible Employee.

          3.4.  Participation Upon Reemployment.  An Eligible Employee who has a
     Termination of Employment and thereafter again becomes an Eligible
     Employee, shall become a Participant immediately upon becoming an Eligible
     Employee; provided, that (a) such an Employee shall not be eligible for
     Employer Profit Sharing Contributions until the later of the date such
     Employee first satisfies the requirements of Section 3.1(a) (whether before
     or after becoming an Eligible Employee again) and the date the Employee
     again becomes an Eligible Employee and (b) such an Employee shall not be
     eligible for Employer Matching Contributions until the later of the date
     such Employee first satisfies the requirements of Section 3.1(b) (either
     before or after becoming an Eligible Employee again) and the date such
     Employee again becomes an Eligible Employee.

          3.5.  Leaves of Absence.  A paid Authorized Leave of Absence will not
     interrupt continuity of service or participation in the Plan.  A
     Participant who is on an unpaid Authorized Leave of Absence shall have his
     participation in the Plan suspended until the Participant returns to
     employment with an Employer.  Employer Contributions for the Plan Year in
     which the Participant takes an unpaid Authorized Leave of Absence shall be
     based on the amount of the Participant's Employer Compensation Reduction
     Contributions made and Compensation earned as of the date the Participant's

                                      -4-
<PAGE>
 
     unpaid Authorized Leave of Absence commences.  Upon return from an unpaid
     Authorized Leave of Absence to active employment with an Employer, an
     Eligible Employee shall be immediately eligible to commence participation
     in the Plan and the Employer Compensation Reduction election in effect at
     the time the Participant commenced his unpaid Authorized Leave of Absence
     shall be reinstated.

          3.6.  Leased Employees.  A Leased Employee, as defined below, shall
     not be eligible to participate in the Plan.  A 'Leased Employee' means any
     person who is not an Employee of an Employer, but who has provided services
     to an Employer of the type which have historically (within the business
     field of such Employer) been provided by employees, on a substantially
     full-time basis for a period of at least one year, pursuant to an agreement
     between the Employer and a leasing organization.  The period during which a
     Leased Employee performs services for an Employer shall be taken into
     account for purposes of this Article 3, unless (i) such Leased Employee is
     a participant in a money purchase plan maintained by the leasing
     organization which provides a non-integrated employer contribution rate of
     at least 10 percent of compensation, immediate participation for all
     employees and full and immediate vesting, and (ii) leased employees do not
     constitute more than 20 percent of the Employer's nonhighly compensated
     workforce."

          3.7.  Restricted Participation.  When payment of all of a
     Participant's Account Balance is not made following the Participant's
     Termination of Employment, the Participant or the Participant's Beneficiary
     will be treated as a Participant for all purposes of the Plan, except as
     follows:

          (a)  The Participant will not be entitled to any Employer Profit
               Sharing or Employer Matching Contributions and may not elect to
               have further Employer Compensation Reduction Contributions made
               on his behalf,

          (b)  The Participant may not request a loan under the Plan, and

          (c)  The Beneficiary of a deceased Participant cannot designate a
               Beneficiary.

     Explanation.  Sections 3.3 and 3.4 of the plan have been revised to reflect
     the changes in the timing of participants' compensation reduction elections
     on changes in job status and reemployment.  In addition, new rules
     regarding leaves of absence and leased employees have been added under
     Sections 3.5 and 3.6 and a provision articulating the participant status of
     a terminated participant has been added.  Note

                                      -5-
<PAGE>
 
     that in both Sections 3.3 and 3.4 once an employee has satisfied the
     requirements for receiving employer profit sharing contributions (the
     occurrence of the first January 1 or July 1 coincident with or next
     following date of hire) and for receiving employer matching contributions
     (completion of a year of continuous service) the Employee is immediately
     eligible upon becoming an eligible employee again by reason of rehire or
     change in employment status.  As we discussed, this may be somewhat
     inconsistent with one reading of the summary plan description that the
     employee becomes eligible immediately for all contributions.  (See page 9
     of SPD under "If You Leave Heller and Are Rehired").


          10.  By substituting the following for Sections 4.1 through 4.5 of the
Plan:

          "4.1.  Employer Profit Sharing Contributions. Subject to Sections
     11.1, 11.2 and 11.3, for each Plan Year each Employer shall contribute to
     the Trust on behalf of each of its Employees who is a Participant who is
     eligible to receive an Employer Profit Sharing Contribution (as provided in
     Section 6.1) an amount (generally expressed as a percentage of such
     Participant's Compensation) if any, determined by the Employer's Board of
     Directors.  The Employer Profit Sharing Contribution shall be allocated and
     credited in accordance with Section 6.1 of the Plan.  The Employer shall
     designate the Plan Year on account of which Employer Profit Sharing
     Contributions shall be made and shall specify the amount or a definite
     basis or formula by which the Employer Profit Sharing Contribution can be
     determined.  The Employer may also specify that a portion of any
     contribution be designated as a "Special Employer Contribution" to be
     allocated in accordance with Section 6.2. of the Plan.  Once allocated to
     Participants' Accounts, all Employer Profit Sharing Contributions,
     including any such contributions designated as Special Employer
     Contributions, shall be fully vested and nonforfeitable.

          4.2.  Employer Compensation Reduction Contributions.  Each Plan Year
     each Participant's Compensation shall be reduced by the amount (if any)
     specified in the Participant's Compensation Reduction Election and the
     amount by which the Participant's Compensation is reduced shall be 
     contributed to the Trust by the Participant's Employer as an Employer
     Compensation Reduction Contribution. A Participant's Compensation Reduction
     Election shall specify the percentage (from a minimum of 1% to a maximum of
     16% in fractional increments of up to two decimal points) of the
     Participant's Compensation the Participant elects to contribute to the Plan
     for the Plan Year. In no event shall the Employer Compensation Reduction
     Contributions of any Participant for any calendar year exceed $9,500 or
     such other amount as may be determined in accordance with regulations or
     rulings prescribed by the Secretary of the Treasury or his delegate
     pursuant to the provisions of Section 415(d) of the Code. For the

                                      -6-
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     plan year ending December 31, 1995, a Participant may also elect, in such
     amounts as the Committee may determine, to have all or a portion of the
     Participant's profit sharing bonus contributed to the Plan as an Employer
     Compensation Reduction Contribution.  The Committee may, in its dis-
     cretion, limit the monthly amount of Compensation Reduction Contributions
     for Participants to a pro rata portion of such annual limit with such
     rounding and other administratively desirable provisions as it from time to
     time deems appropriate.  Once allocated to Participants' Accounts, all
     Employer Compensation Reduction Contributions shall be fully vested and
     non-forfeitable.

          4.3.  Employer Matching Contributions.  Effective for Plan Years
     beginning on and after January 1, 1995, for each Matching Contribution
     Period occurring during the Plan Year, each Employer shall contribute an
     Employer Matching Contribution equal to fifty percent (50%) (or such
     greater or lesser percentage determined by the Committee) of each eligible
     Participant's Employer Compensation Reduction Contributions made each month
     during the Matching Contribution Period up to a maximum of five percent
     (5%) (or such greater or lesser percentage as determined by the Committee)
     of the Participant's Compensation paid each month during such period;
     provided, that a Participant shall not be entitled to an Employer Matching
     Contribution unless the Participant was employed on the last regular
     business day of the Matching Contribution Period and no Employer Matching
     Contributions for any Matching Contribution Period shall exceed an amount
     or percentage of Compensation or Employer Compensation Reduction
     Contributions which may from time to time be established by the Committee.
     A Matching Contribution Period shall mean (a) each period beginning on the
     regular business day coincident with or next following January 1 and ending
     on the regular business day coincident with or next preceding the following
     June 30 and (b) each period beginning on the business day coincident with
     or next following July 1 and ending on the business day coincident with or
     next preceding the following December 31.  Participants shall be vested in
     the Employer Matching Contributions allocated to their Matching
     Contribution Accounts in accordance with Section 8.5.

          4.4.  Payment of Contributions.  Employer Compensation Reduction
     Contributions shall be paid to the Trustee as soon as practicable after
     being withheld from Participants' Compensation but in no event shall such
     contributions be paid to the Trustee later than the time prescribed by law
     for making such contributions.  Employer Profit Sharing Contributions and
     Employer Matching Contributions shall be contributed to the Trustee at such
     time as the Company shall determine, but in no event shall such
     contributions be made later than the due date for filing the Employer's
     federal income tax return (including extensions) for the Tax Year during
     which the last day of the Plan Year occurs.

                                      -7-
<PAGE>
 
          4.5.  Compensation Reduction Elections.  A Participant may make,
     change or revoke a Compensation Reduction Election at any time, provided
     that any such election, change or revocation shall apply solely to
     Compensation that is not yet payable as of the date of such election,
     change or revocation.  A Participant's initial Compensation Reduction
     Election may be made at any time and shall be effective commencing with the
     first pay period following the date the Compensation Reduction Election is
     received by the Committee.  The Compensation Reduction Election shall
     remain in effect, notwithstanding any change in Compensation, until such
     Participant shall change such Compensation Reduction Election or until he
     shall cease to be a Participant.  A Participant's first Compensation
     Reduction Election shall be in writing.  A change in or revocation of a
     Participant's Compensation Reduction Election may be made via telephone
     voice response at any time and shall be effective on (a) the first regular
     business day coincident or next following the 16th day of a month if the
     change or revocation is made after the 25th day of the prior month and
     before the 10th day of the current month, or (b) the first regular business
     day of the month if the change or revocation is made after the 10th day of
     the prior month, but before the 25th day of such prior month."

     Explanation.  Sections 4.1 through 4.5 of the plan have been completely
     reworded in an attempt to make the rules contained in these Sections easier
     to understand.  The reworked language also reflects the new methodology for
     matching contributions monthly but depositing matching contributions semi-
     annually (Section 4.3) and the ability to change a compensation reduction
     election via the telephone voice response system.  Note that in Section 4.2
     the profit sharing bonus election feature has been retained for the 1995
     plan year only.  This provision would be removed in the restatement to
     follow.


          11.  By adding the following sentence to Section 4.8 of the Plan:

     "A 'Rollover Contribution' means a rollover contribution as described in
     Section 402(c), Section 403(a)(4) or 408(d)(3) of the Code."

     Explanation.  The definition of rollover contribution has been added to the
     rollover contribution provision.


          12.  By substituting the term "Participant" for the term "Active
Participant" wherever the latter term occurs in Article V of the Plan.

                                      -8-
<PAGE>
 
     Explanation.  The substitution of the term "participant" for the term
     "active participant" was necessitated by the removal of the defined term
     active participant as noted in 3 above.


          13.  By substituting the following for Article VI of the Plan:

                                  "Article VI
                          Allocations of Contributions
                          ----------------------------

          6.1.  Employer Profit Sharing Contributions.  As of the last regular
     business day of the Plan Year, any Employer Profit Sharing Contribution
     (except for any portion designated as a Special Employer Contribution)
     shall be allocated and credited to the Employer Profit Sharing Accounts of
     Participants on whose behalf such a contribution is made.  A Participant
     shall be eligible for an Employer Profit Sharing Contribution if the
     Participant (a) was employed by an Employer on the last business day of the
     Plan Year and was either employed on or before July 1 (or the first regular
     business day thereafter if July 1 is not a regular business day) or became
     an Eligible Employee after July 1 of the Plan Year but was immediately
     eligible to receive an Employer Profit Sharing Contribution as provided in
     Article III, (b) is not a Highly Compensated Employee for the Plan Year,
     (c) completed at least 900 Hours of Service during the Plan Year and (d) is
     eligible to participate in the Heller Incentive Plan.  If a Participant was
     first employed after the first business day of the Plan but before the
     first business day coincident with or next following July 1 of the Plan
     Year, only the Participant's Compensation from July 1 through the end of
     the Plan Year shall be considered in determining the Participant's Employer
     Profit Sharing Contribution.  In the case of a Participant who is eligible
     for an incentive plan other than the Heller Incentive Plan for a portion of
     the Plan Year, only that portion of the Participant's Compensation earned
     while the Participant was eligible for the Heller Incentive Plan shall be
     considered in determining the Participant's Employer Profit Sharing
     Contribution.  Employer Profit Sharing Contributions shall generally be
     made and credited to Participants' Accounts by April 1 following the end of
     the Plan Year for which a contribution is made.

          6.2.  Special Employer Contributions.  As of the last business day of
     the Plan Year, any Special Employer Contribution shall be allocated to the
     Compensation Reduction Account of each Participant who is not a Highly
     Compensated Employee for the Plan Year, pro rata, according to such
     Participant's Employer Compensation Reduction Contributions for the Plan
     Year.  Special Employer Contributions shall generally be made and

                                      -9-
<PAGE>
 
     credited to Participants' Accounts by April 1 following the end of the Plan
     Year for which a contribution is made.

          6.3.  Employer Compensation Reduction Contributions.  Employer
     Compensation Reduction Contributions shall be allocated and credited to the
     Compensation Reduction Accounts of Participants on whose behalf such
     contributions were made as soon as practicable following the date such
     contributions are deposited with the Trustee.

          6.4.  Employer Matching Contributions.  As of the last day of each
     Matching Contribution Period occurring during a Plan Year, Employer
     Matching Contributions made for such Matching Contribution Period shall be
     allocated and credited to the Matching Contribution Accounts of
     Participant's entitled to receive such Employer Matching Contributions.
     Employer Matching Contributions for a matching contribution period shall
     generally be made and credited in the first month following the end of the
     Matching Contribution Period."

     Explanation.  Article 6 has been rewritten to reflect in a more concise
     manner the way the various contributions to the plan are allocated.  Please
     note that these Sections need to be reviewed carefully with respect to when
     contributions are made and when they are credited to participants'
     accounts.  These allocation provisions contain many of the operative rules
     previously found in the definition of "active participant".


          14.  By deleting the last sentence from Section 7.6 of the Plan,
substituting the following for Section 7.7 of the Plan, deleting Section 7.8 of
the Plan and by redesignating existing Sections 7.9 and 7.10 thereof as Sections
7.8 and 7.9, respectively:

          "7.7.  Investment Funds and Investment Elections.  The Trust Fund will
     include one or more Investment Funds established by the Trustee at the
     direction of the Committee, which Investment Funds may be changed from time
     to time as determined by the Committee.  The Investment Funds will be
     maintained in accordance with such investment policies as shall be adopted
     by the Committee and communicated to Participants.  On any Valuation Date,
     a Participant may elect via telephone voice response the Investment Funds
     in which his Accounts are to be invested.  Investment elections must be in
     increments of 1% based on a percentage totalling 100%.  A Participant may
     elect to change his investment election with respect to the investment of
     any contributions made by him or for his benefit on any

                                      -10-
<PAGE>
 
     Valuation Date in accordance with rules and procedures adopted by the
     Committee for that purpose.  Unless a Participant elects to change his
     investment election with respect to his Accounts, his Accounts will be
     invested in accordance with the Participant's last investment election.
     During any period in which no direction as to the investment of a
     Participant's Accounts is in effect, such Accounts will be invested in
     accordance with rules and procedures adopted by the Committee for such
     purpose.  Investment election changes and transfers may be made on any
     Valuation Date via telephone voice response in accordance with such rules
     and procedures as the Committee shall adopt from time to time and
     communicate to Participants."

     Explanation.  Substantial revisions have been made in the investment fund
     election and accounting rules in Sections 7.6, 7.7 and 7.8 to reflect daily
     valuations and the new telephone voice response system for investment
     elections.  Rather than specify each of the investment options (as was done
     in the past) we have simply stated that one or more options as chosen by
     the Committee will be available.  This information can then be provided in
     the SPD, as you have done, and the plan will not require an amendment each
     time a change is made in the options.


          15.  By substituting the following for Section 8.2(a) of the Plan:

          "(a)  Method of Payment.  If a Participant has a Termination of
                Employment for any reason other than the Participant's death,
                the Trustee shall distribute to the Participant his Accrued
                Benefit after the later of the date the Participant attains age
                70 1/2 or the Participant's Termination of Employment, provided
                that the Participant may elect another date for distribution.
                The Participant's Accrued Benefit shall be valued on the date
                the Participant's Accrued Benefit is to be distributed or, if
                later, the date the Participant's election is received and the
                Participant's Accrued Benefit shall be distributed as soon as
                practicable thereafter. Payment shall be made in one lump sum."

     Explanation.  Section 8.2(a) sets forth the rules for determining what
     amount of benefit is paid on a normal distribution and when it is paid.
     Accordingly, this particular revises the rules to reflect daily valuations.
     Unlike the former language, the new language is not extremely precise and,
     therefore, is more flexible.  It simply provides that a participant's
     account will be valued on the date it is to be distributed with actual
     physical distribution made as soon as practicable after the valuation.
     This gives the plan administrator a time to fix the amount or value of

                                      -11-
<PAGE>
 
     the distribution and then a time frame to physically get the check out.
     This same language is employed below in Sections 8.3(b) regarding
     distributions upon death and 8.4(b) with respect to age 59 1/2 withdrawals.


          16.  By substituting the following for Section 8.3(b) of the Plan:

          "(b)  Method of Payment.  The distribution of the Participant's
                Accrued Benefit shall be made in the form of one lump sum to the
                Participant's surviving spouse, or as permitted in Section
                8.3(a), to the other Beneficiary or Beneficiaries designated by
                the Participant, as soon as practicable prior to last date by
                which such distribution must be made by law as specified under
                paragraph (d) below; provided, that the surviving spouse, or
                other Beneficiary or Beneficiaries, may elect (if they are not
                prohibited by an election of the Participant from doing so) to
                receive distribution on an earlier date. The value of the
                Accrued Benefit shall be determined on the Valuation Date
                payment of the Accrued Benefit is processed and the value so
                determined shall be paid as soon as practicable thereafter."

     Explanation.  Section 8.3(b) sets forth the rules for determining the
     amount of benefit that gets paid as a death benefit and when it gets paid.
     Payment is made prior to the last day by which payment must be made to
     comply with the Internal Revenue Code (i.e, by December 31 of the year the
     participant would have attained age 70 1/2 in the case of a surviving
     spouse and by December 31 of the calendar year which contains the fifth
     anniversary of the participant's death in the case of other beneficiaries)
     unless the surviving spouse or beneficiary elects an earlier payment.  As
     with other valuation and timing rules, these rules have been revised to
     reflect daily valuation.  (See explanation to 15 above).


          17.  By adding the following sentence immediately following the first
sentence of Section 8.4(a) of the Plan:

     "Notwithstanding the foregoing, a Participant may not request a
     distribution from the portion of his Accounts that represent the balance
     credited to a Participant's Accounts prior to January 1, 1989; earnings on
     Employer Compensation Reduction Contributions credited on and after January
     1, 1989, and Employer Profit Sharing contributions and any earnings thereon
     credited on and after January 1, 1996."

                                      -12-
<PAGE>
 
     Explanation.  The hardship withdrawal rules in Section 8.4 are revised by 
     this particular to indicate that participants may not withdraw the balance
     credited to their accounts prior to January 1, 1984, earnings on employer
     compensation reduction contributions credited after January 1, 1989 and
     employer profit sharing contributions and earnings credited after January
     1, 1996.

          18.  By substituting the following for Section 8.4(a)(3):

               "(3)  Withdrawals under this Section 8.4(a) shall be paid first
                     from the Participant's Employee Contribution Account, then
                     from his Rollover Contribution Account, then from his
                     Profit Sharing Contribution Account, then from his Matching
                     Contribution Account, and finally from his Compensation
                     Reduction Account."

     Explanation.  Section 8.4(a)(3) has been revised to correspond to the
     changes made above in the introductory language to Section 8.4(a) on those
     portions of a participant's accounts that cannot be accessed through a
     hardship withdrawal.


          19.  By substituting the following for the second sentence of Section
8.4(b) of the Plan:

     "The Participant's Accrued Benefit shall be valued on the Valuation Date on
     which payment of the withdrawal is processed and the amount the Participant
     has elected to receive under this Section shall be charged to the
     Participant's Accounts and distributed as soon as practicable thereafter."

     Explanation.  Section 8.4(b) sets for the valuation rules on age 59 1/2
     withdrawals and has been revised to reflect daily valuation.  (See
     explanation to 15 above).


          20.  By adding the following sentence at the end of Section 8.10 of
the Plan:

     "Such distribution shall be made within 90 days of the last day of the
     calendar quarter in which the Participant terminates employment or dies."

                                      -13-
<PAGE>
 
     Explanation.  A 90-day distribution timing rule was added to the rules in
     Section 8.10 regarding payment of small amounts (i.e., $3,500 or less) to
     reflect plan administration.


          21.  By adding the parenthetical "(excluding Employee Contributions
made prior to July 1, 1983)" immediately after the words "Accrued Benefit" where
they appear in the first sentence of Section 8.12(a)(2) of the Plan.

     Explanation.  This particular amends the participant loan provision to
     state that employee contributions are not eligible for a loan.


          22.  By substituting the following for Section 8.12(b) of the Plan:

          "(b)  Any loan made under this Section 8.12 shall comply with the
               following rules:

               (1)  The loan, by its terms, shall be required to be repaid
                    within 5 years, unless the loan is used to acquire a
                    dwelling unit which within a reasonable time is to be used
                    (determined at the time the loan is made) as a principal
                    residence of the Participant, in which case the loan is
                    required to be repaid within 10 years.

               (2)  All loans, except as provided in the regulations prescribed
                    by the Secretary of the Treasury, shall be amortized over
                    the term of the loan in substantially level payments not
                    less frequently than quarterly.

               (3)  A Participant may not have more than two loans outstanding
                    at any time.  Participants may not make application for any
                    loan within 18 months of receipt of a prior loan, unless the
                    last preceding loan has been prepaid in full prior to
                    application for such loan.

               (4)  Effective October 1, 1995, there shall be a one-time
                    administrative charge per loan for setting

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<PAGE>
 
                    up the loan and an annual maintenance fee payable from
                    Participant's Accounts. The Committee shall determine a
                    reasonable amount for such charges from time to time and
                    communicate them to Participants.

               (5)  Each loan shall be repaid through payroll deductions.  The
                    minimum loan repayment shall be $10 per pay period.

               (6)  A Participant may prepay the full amount of any outstanding
                    loan from the Plan, plus all interest accrued to the date of
                    prepayment at any time.  Partial prepayment or acceleration
                    of loan repayment schedules shall be prohibited.

               (7)  If a Participant is on an unpaid Authorized Leave of
                    Absence, loan repayments must continue to be made by the
                    Participant by cashier's check or money order at such times
                    or in accordance with such schedule as the Committee shall
                    determine."

     Explanation.  This particular amends the loan provisions to reflect a
     number of changes to the loan rules particularly; that participants may not
     have more than two outstanding loans at any time; participants must wait 18
     months before applying for a second loan; participants will be charged a
     set up fee and yearly administration fees; and repayments must be made by
     payroll deduction unless the participant is on a leave of absence in which
     case payments must be made by cashier's check or money order.


          23.  By substituting the following for the last sentence of Section
8.12(c) of the Plan:

     "In the event that a Participant fails to make a loan payment within 90
     days of the date it is due, the Plan may foreclose on the portion of the
     Participant's Accounts which secure the loan and which would be
     distributable to the Participant as of the earliest date the Participant
     could elect distribution.  If a Participant has a Termination of Employment
     with an outstanding loan balance, the loan is required to be repaid in full
     within 90

                                      -15-
<PAGE>
 
     days of such Termination of Employment, or the then outstanding balance
     plus any interest accrued to date will be treated as a taxable
     distribution."

     Explanation.  This particular amends to loan provision covering foreclosure
     on a loan to state that a loan payment must be made with 90 days and upon
     termination any loan must be repaid in full within 90 days.

          24.  By substituting the following for the last sentence of Section
8.12(d) of the Plan:

     "The interest and principal repayments of a Participant's loan shall be
     allocated to the Participant's accounts from which amounts were withdrawn
     to fund the loan pro rata according the amounts so withdrawn and shall be
     invested in accordance with the Participant's investment election
     applicable to new contributions made on the Participant's behalf."

     Explanation.  This particular amends the loan provision to state how loan
     repayments will be credited to participant's accounts and how the
     repayments will be invested.

          IN WITNESS WHEREOF, the undersigned officer of Heller Financial, Inc.
has caused the foregoing amendment to be executed this 9th day of
September, 1996.


                                HELLER FINANCIAL, INC.

                                   
                                By /s/ Challis M. Lowe
                                --------------------------------
                                Its Executive Vice President     
                                --------------------------------

ATTEST

   
By /s/ David M. Sherbin
----------------------------------------
Its Assistant Secretary & Senior Counsel   
----------------------------------------

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