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                                                                   Exhibit 10(x)

                            As of December 31, 1997


Mr. Frederick E. Wolfert
134 Darroch Road
Delmar, New York 12054

Dear Rick:

     The following is a Letter Agreement detailing the terms and conditions of
your employment as President and Chief Operating Officer of Heller Financial,
Inc. commencing December 31, 1997, pursuant to my earlier letter of
understanding dated December 3, 1997.


                                LETTER AGREEMENT
                                ----------------

Heller Financial, Inc. (hereinafter sometimes referred to as the "Company" or
"Heller") agrees to employ you as President and Chief Operating Officer
effective as of January 1, 1998, and you agree to accept such employment under
the terms and conditions provided in this Letter Agreement.  In this capacity,
you shall have the usual powers and duties vested in the office of the President
and Chief Operating Officer of a corporation of the size, stature, and nature of
the Company.  Consistent with and subject to the authority of the Chief
Executive Officer, and further, to the ultimate authority which reposes in the
Board of Directors of the Company, you will have full authority over and the
responsibility for overall policy making and for the day-to-day operations of
the Company.  In addition to the foregoing authorities and responsibilities, you
also may be given additional authority and/or responsibility as deemed
appropriate by the Chief Executive Officer or the Board of Directors of the
Company.

The terms and conditions of your employment are specified below:

1.   Except as may otherwise be approved in advance by the Chief Executive
     Officer of the Company (the "CEO"), you will devote your full business
     time, attention and best efforts to the performance of your duties under
     this Letter Agreement.

2.   Subject to the provisions of Paragraph 12, the term of your employment
     hereunder (the "Employment Term"), shall commence on December 31, 1997 and
     terminate on December 31, 1999.  Your base salary for the period from
     January 1, 1998 through December 31, 1999 shall be $400,000 per year.  Your
     salary for periods subsequent to December 31, 1999 shall be reviewed
     annually and may be increased by the Company but, except as provided in
     Paragraph 12 of this Letter Agreement, your salary will not be reduced
     below the level stated in this Paragraph during the Employment Term.

3.   As compensation for forfeiture of your 1997 bonus from Key Corp., you have
     been granted a sign-on bonus in the amount of $175,000, less applicable
     payroll taxes.  This sign-on bonus shall be forfeited by you and must be
     returned to Heller within five business days of the effective date of your
     voluntary resignation or discharge for cause if either such event shall
     become effective no later than six months from your first day of employment
     with Heller.
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4.   You will continue so long as you are employed by the Company to be eligible
     for the executive perquisites outlined in the Company's policies.  Your
     annual allowance for financial counseling will be $5,000 in 1998 and $4,000
     annually thereafter.  You are also entitled to a $2,000 annual allowance
     for tax and financial legal assistance.  Costs including, but not limited
     to, normal monthly dues and special assessments relating to your membership
     in a suitable lunch club and country club or tennis club of your choosing
     will be borne by the Company.

5.   You will be covered under all Heller health, welfare, and pension programs
     including health, dental, short and long-term disability, life insurance, a
     retirement plan, a salary savings plan, and the "excess IRS" supplemental
     coverage under the "Supplemental Executive Retirement Plan" which, together
     with the benefits you are entitled to receive under the Company's
     retirement plan, provides you with a benefit equivalent to the amount you
     would have received under the Company's retirement plan without regard to
     the annual retirement benefit limitations of Sections 401(a)(17) and 415 of
     the Internal Revenue Code, as amended from time to time.

6.   You are eligible for benefits under the Company's relocation policy,
     including a relocation allowance of $32,000, which shall be included in
     your first paycheck and is intended to cover items not directly
     reimbursable under the relocation policy, including tax liability
     associated with your relocation.  You are entitled to such other benefits
     as are identified in the Company's relocation policy.

7.   You are entitled to an additional payment of up to $50,000, if as a result
     of your relocation, you experience a loss of equity upon the sale of your
     Delmar, New York residence.  Request for such payment shall be accompanied
     with written documentation of the loss of equity, and such documentation
     shall be in the form of the executed agreement for your purchase of the
     Delmar, New York residence, and the executed agreement for your sale of the
     same residence.  In order to claim such payment, such documentation must be
     provided to the Executive Vice President-Human Resources before December
     31, 1998.

8.   Assuming continued employment, you will be a participant in the Annual
     Incentive Plan (referred to herein as the "Annual Incentive Plan") or
     whatever other incentive plan is established in place of the Annual
     Incentive Plan for the calendar years 1998 and 1999 at a target bonus of
     55% of salary.  In calculating your bonus under the Annual Incentive Plan,
     unless otherwise agreed to by you and the Company prior to March 4 of any
     plan year, the financial measurements as determined annually for the
     Company's Annual Incentive Plan as such measurements are specified in an
     annual Side Letter Agreement and applicable to all participants in the
     Annual Incentive Plan (which for the 1997 plan year were Net Income, Return
     on Assets, and the Ratio of Non-Earning Assets, weighted 50%, 10% and 20%,
     respectively); and certain nonfinancial measurements, as determined by the
     CEO with a 20% weight, will be used for the year 1998.  The specific target
     numbers for the three financial measurements will be the corresponding
     numbers established in the Company's budget for the Annual Incentive Plan
     for such years as approved by the Company's Board of Directors.

9.   As compensation for forfeiture of your unvested options at Key Corp., you
     have been granted participation in the Heller 1996-1998 and 1997-1999 Long
     Term Compensation Plans, with 1,600 and 5,400 shares in each Plan
     respectively.  In the event that Heller terminates your employment or does
     not renew the term of your employment beyond December 31, 1999, these
     shares shall be deemed fully vested at the greater of Plan value or
     $700,000.

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10.  In addition, and independent from the participation granted in Paragraph 9,
     you have been granted participation in the HFI Long Term Incentive Plan
     (the "Long Term Incentive Plan") for the 1998-2000 period, and your
     participation shall be governed by the terms thereof.  2,600 shares have
     been granted to you under this Plan.  Any participation in the Long Term
     Incentive Plan (or any successor plan) for subsequent periods will be
     granted separately but shall not be at a level such that the projected
     value of such benefit is less than the projected benefit for the 1998-2000
     cycle.

     The value of each of such shares shall be paid to you or your estate if you
     are employed as of the end of each Plan Period in cash as promptly as
     practicable after the determination of HFI's return on equity for the year
     ending December 31, 2000, and shall be determined as provided in a separate
     letter agreement between you and HFI.

11.  You have been granted participation in Heller's Executive Deferred
     Compensation Plan.  The terms of your participation shall be dictated by
     the terms of such plan.

12.  (a)  Your employment will terminate hereunder in the event of your
          death or "permanent disability" (as defined below) during the
          Employment Term.  In the event of such termination, the Company shall
          pay to you or your legal representatives (as applicable) all amounts
          and benefits which have accrued through the date of such termination
          but which have not been paid out (other than payments under the Long
          Term Incentive Plan), including, but not limited to, amounts accrued
          as of the date of such termination under the Annual Incentive Plan.
          In the event of a termination of your employment pursuant to this
          subparagraph (a) in the midst of a plan year, payments will be based
          upon performance for the entire year, prorated based upon days to the
          date of termination.  Such amounts shall be paid in a lump sum to you
          or to your estate or beneficiary (as applicable) within 45 days of the
          end of the year of such termination.  For purposes of this Letter
          Agreement "permanent disability" shall mean a "total disability" (as
          such term is defined in the Company's Long-Term Disability Plan) which
          total disability shall exist for any continuous period of 180 days.
          Termination of your employment hereunder pursuant to this subparagraph
          (a) shall be deemed to occur on the date of your death or on a date
          specified by the Company in a written notice to you stating that the
          Company has determined (pursuant to the terms of the Long-Term
          Disability Plan) that you have become permanently disabled.

     (b)  Your employment may be terminated at any time by either you or the
          Company, upon a date specified in a written notice of such termination
          given to the other.  If (1) your employment is terminated by the
          Company at its election for any reason other than for "cause", as
          defined in subparagraph (c) below, or (2) your employment is
          terminated by you at your election because there has been a
          significant diminution of your assigned duties and responsibilities
          including, without limitation, any removal of your titles as either
          President or Chief Operating Officer or any material diminution of the
          powers associated with either of such positions or (B) after any date
          upon which the Fuji Bank Limited and its subsidiaries shall cease to
          own at least fifty percent voting control of the Company provided that
          in the case of a termination by you pursuant to subclause (A) of this
          clause (2) you have delivered written notice to the Company specifying
          the diminution in your assigned duties which you believe justifies
          such termination and the Company shall have failed to reverse the same
          or to take all reasonable steps to 
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          that end within 30 days of its receipt of such notice, then the
          Company will pay you severance benefits consisting of all of the
          following:

          (i)   Amounts equal to your salary in effect at the time of your
                termination through the later of (x) December 31, 2000 or (y)
                the date eighteen months from the date of such termination at
                the same time and in the same manner as your salary was paid
                during your employment (including the right to defer such
                amounts under any deferred compensation program covering you)
                or, at your election, in a single lump sum.

          (ii)  For the year in which your employment is terminated, you will
                receive an Annual Incentive Plan bonus at the applicable target
                bonus level for the full year in which such termination occurs.
                Such bonus shall be paid in a lump sum within 45 days of the end
                of the year of such termination. If termination occurs on or
                prior to December 31 of any year, you will not be eligible for
                an Annual Incentive Plan bonus for any subsequent year.

          (iii) You will continue to be covered for all allowable health and
                welfare benefits through the later of (x) December 31, 2000 or
                (y) the date eighteen months from the date of such termination
                and you will receive a lump sum payment equivalent to the
                present value (as reasonably determined by the Company) of the
                additional benefit which you would have accrued under the
                Company's retirement plans had you continued to receive benefits
                thereunder from the date of termination through the last day of
                the benefit continuation period described in this clause (iii).

          (iv)  For purposes of the determination of unit values per share,
                average annual returns on equity under the Long Term Incentive
                Plan shall be computed through the end of the year in which such
                termination occurs. You shall be paid, as promptly as
                practicable after determination of the values per share for the
                portion of the applicable Plan Period ending on the last day of
                which such termination occurs, an amount equal to the product of
                (i) the value of such shares and (ii) a fraction, the numerator
                of which is equal to the number of years in the applicable Long
                Term Incentive Plan period elapsed through the last day of the
                year in which such termination occurs and the denominator of
                which is 3.

     (c)  For purposes of this Letter Agreement, termination of your employment
          by the Company shall be deemed to have been for "cause" only

          (i)   if such termination shall have been the result of fraud or
                criminal conduct on your part which is materially injurious to
                the financial condition or business reputation of the Company or
                any of its subsidiaries or affiliates; or

          (ii)  if there has been a material and willful breach on your part of
                your responsibilities or a willful failure to comply with
                reasonable directives or policies of the CEO or the Company's
                Board of Directors; but, in each case, only if you shall have
                received written notice from the Company specifying the breach
                or failure to comply complained of, demanding that you remedy
                such breach or failure to comply and affording you an
                opportunity to be heard in connection therewith, and you either
                shall have failed to remedy such alleged breach or failed to
                comply within 30 days from your receipt of
<PAGE>
 
               such written notice or shall have failed to take all reasonable
               steps to that end during such 30-day period and thereafter.

     (d)  (1)  If your employment is terminated "for cause" as defined in
          subparagraph (c) above, you will immediately be deemed to have
          forfeited the right to receive any payment or benefits not paid prior
          to the date of such termination (other than accrued and unpaid salary
          and any prior year's Annual Incentive Plan bonus earned but not yet
          paid) and coverage (including, without limitation, future accrual of
          service credit) under all pension and other benefit plans and all
          perquisites shall cease immediately.

          (2)  If you terminate your employment hereunder for any reason other
          than that specified in clause 2 of subparagraph (b), you will
          immediately be deemed to have forfeited: (i) the right to receive any
          payment under (A) the Annual Incentive Plan (other than amounts due
          but not yet paid for prior year's performance) and (B) any long term
          incentive plan in which you participate at the time (other than
          amounts due in accordance with the terms of such plan but not yet
          paid), in each case as in effect at the date of any such termination;
          and (ii) salary under Paragraph 1 above and perquisites under
          Paragraph 5 above for any periods subsequent to the date of such
          termination; and (iii) coverage (including, without limitation, future
          accrual of service credit) under all pension and other benefit plans
          shall cease immediately.

     (e)  Notwithstanding any other term of this Agreement to the contrary, upon
          termination of your employment for any reason, (a) you shall in all
          events receive, when such amounts would otherwise be then due and
          owing, (i) all amounts accrued under the Executive Deferred
          Compensation Plan, (ii) all statutory rights to receive or purchase
          welfare benefits, (iii) reimbursement for unreimbursed expenses in
          accordance with the policies of the Company in effect as of the date
          of such termination, (iv) accrued vacation pay, (v) earned pension
          benefits in accordance with the applicable terms of the governing
          plans, and (vi) all vested monies in 401(k) or other defined
          contribution plans in accordance with the applicable terms of the
          governing plans; and (b) to the extent applicable law or the general
          terms of any defined contribution or benefit plan prohibits the
          provision of any benefit, the Company's obligation to provide such
          benefit shall cease.

     (f)  In the event of a termination of your employment for any reason,
          payments to you or your estate under the Long Term Incentive Plan will
          be determined and made in accordance with the provisions of Paragraph
          10.

13.  With respect to any dispute or controversy arising under or in connection
     with this Letter Agreement, the parties agree that any such dispute shall
     be submitted to and determined by arbitration in Chicago, Illinois, in
     accordance with the Commercial Arbitration Rules of the American
     Arbitration Association, and the parties agree to be bound by the decision
     in any such arbitration proceeding.

14.  Except as specifically provided in Paragraphs 3, 7 and 9 above, the terms
     of any of Heller's benefit plans and incentive plans referred to in this
     Letter Agreement may be changed by the Board of Directors or any of its
     committees and such changes shall not be deemed to be a breach of this
     Letter Agreement, except that (i) no such change shall adversely affect any
     benefit accrued by you at or prior to the date of such change and (ii) no
     such change shall reduce your health, welfare or pension benefits, unless
     such changes are applicable to all the Company's employees.
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15.  The validity, interpretation, construction and performance of this Letter
     Agreement shall be governed by the laws of the State of Illinois.

     If you are in accord with the foregoing, please so indicate by
countersigning and returning the enclosed copy of this letter.


                                    Very truly yours,

                                    HELLER FINANCIAL, INC.


                                    By: /s/ R. J. Almeida
                                        ---------------------------------------
                                        Richard J. Almeida



Agreed:

/s/ F. Wolfert
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Frederick E. Wolfert