<PAGE>
 
                                                                    EXHIBIT 4(c)

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                      OF

          FIXED RATE NONCUMULATIVE PERPETUAL SENIOR PREFERRED STOCK,
                                   SERIES D

                  (Liquidation Preference $100.00 Per Share)

                       _________________________________

                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

                      ___________________________________


     The undersigned DOES HEREBY CERTIFY that the following resolutions were
duly adopted by the Board of Directors (the "Board of Directors" or "Board") of
Heller Financial, Inc., a Delaware corporation (the "Corporation"), by unanimous
written consent dated as of November 6, 1998 and in accordance with the
provisions of Section 151 of the Delaware General Corporation Law:

     RESOLVED, that pursuant to authority conferred upon the Board of Directors
by the provisions of the Amended and Restated Certificate of Incorporation (the
"Restated Certificate") and the Amended and Restated By-Laws (the "Restated By-
Laws") of the Corporation, the Board of Directors hereby creates one series of
the Senior Preferred Stock, $.01 par value per share, of the Corporation
("Senior Preferred Stock") and fixes the designation and voting powers of the
shares of such series as follows:

     1.  Designation.  The designation of the series of Senior Preferred Stock
created by these resolutions shall be Fixed Rate Noncumulative Perpetual Senior
Preferred Stock, Series D ("Series D Senior Preferred Stock").  The number of
authorized shares constituting the Series D Senior Preferred Stock is 1,250,000.
The shares of the Series D Senior Preferred Stock shall have a stated value of
$100.00 per share.

     2.  Voting Rights.  The Series D Senior Preferred Stock shall not have any
voting powers, either general or special, except as required by applicable law
and as stated herein.

          (a) Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of at least 
66 2/3% of all of the shares of Series D Senior Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by a vote at a
meeting called for the purpose at which the holders of shares of Series D Senior
Preferred Stock shall vote together as a separate class, shall be necessary for
authorizing, effecting or validating the amendment, alteration or repeal of any
of the provisions of the Restated Certificate, of the applicable Certificate of
Designation, Preferences and Rights or of any other certificate amendatory of or
supplemental to the Restated Certificate (including any certificate of
designation, preferences and rights or any similar document relating to any
series of Senior Preferred Stock or any series of the Preferred Stock, no par
value per share, of the Corporation ("Junior Preferred Stock")) or of the
Restated By-laws of the Corporation which would adversely affect the
preferences, rights, powers or privileges of the Series D Senior Preferred
Stock;
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          (b) Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the consent of the holders of at least 
66 2/3% of all of the Series D Senior Preferred Stock and all other series of
Senior Preferred Stock for which dividends are noncumulative ("Noncumulative
Senior Preferred Stock") ranking on a parity with shares of the Series D Senior
Preferred Stock, either as to dividends or upon liquidation, at the time
outstanding, given in person or by proxy, either in writing or by a vote at a
meeting called for the purpose at which the holders of shares of the Series D
Senior Preferred Stock and such other series of Noncumulative Senior Preferred
Stock shall vote together as a single class without regard to series, shall be
necessary for authorizing, effecting, increasing or validating the creation,
authorization or issue of any shares of any class of stock of the Corporation
ranking prior to the shares of the Series D Senior Preferred Stock as to
dividends or upon liquidation, or the reclassification of any authorized stock
of the Corporation into any such prior shares, or the creation, authorization or
issue of any obligation or security convertible into or evidencing the right to
purchase any such prior shares.

          (c) If, at the time of any annual meeting of stockholders for the
election of directors of the Corporation, a default in preference dividends on
the Series D Senior Preferred Stock or any other class or series of
Noncumulative Senior Preferred Stock ranking on a parity with the Series D
Senior Preferred Stock, either as to dividends or upon liquidation, and upon
which like voting rights have been conferred and are exercisable (excluding any
other class or series of Noncumulative Senior Preferred Stock expressly entitled
to elect additional directors to the Board by a vote separate and distinct from
the vote provided for in this paragraph (c), "Voting Noncumulative Senior
Preferred Stock") shall exist, the number of directors constituting the Board
shall be increased by two (without duplication of any increase made pursuant to
the terms of any other class or series of Voting Noncumulative Senior Preferred
Stock), and the holders of the Series D Senior Preferred Stock and the Voting
Noncumulative Senior Preferred Stock shall have the right at such meeting,
voting together as a single class without regard to class or series (to the
exclusion of the holders of Common Stock, Junior Preferred Stock and of any
series of Senior Preferred Stock which is not Voting Noncumulative Senior
Preferred Stock), to elect two directors of the Corporation to fill such newly
created directorships. Each director elected by the holders of shares of Series
D Senior Preferred Stock and any class or series of Voting Noncumulative
Preferred Stock in an election provided for by this Section 2(c) (herein called
a "Preferred Director") shall continue to serve as such director until the next
annual meeting of stockholders for the election of directors of the Corporation
and until such director's successor is elected and qualified, notwithstanding
that prior to the end of such term a default in preference dividends shall cease
to exist. Any Preferred Director may be removed by, and shall not be removed
except by, the vote of the holders of record of the outstanding shares of Series
D Senior Preferred Stock and Voting Noncumulative Senior Preferred Stock
entitled to have originally voted for such director's election, voting together
as a single class without regard to class or series, at a meeting of the
Corporation's stockholders, or of the holders of shares of Series D Senior
Preferred Stock and Voting Noncumulative Senior Preferred Stock, called for that
purpose. So long as a default in any preference dividends on the Series D Senior
Preferred Stock or any class or series of Voting Noncumulative Senior Preferred
Stock shall exist, (A) any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (B)) by an instrument in
writing signed by the remaining Preferred Director and filed with the
Corporation and (B) in the case of the removal of any Preferred Director, the
vacancy may be filled by the vote of the holders of the outstanding shares of
Series D Senior Preferred Stock and Voting Noncumulative Senior Preferred Stock
entitled to have originally voted for the removed director's election, voting
together as a single class without regard to class or series, at the same
meeting at which such removal shall be voted. Each director appointed as
aforesaid shall be deemed for all purposes hereto to be a Preferred Director.

                                      -2-
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     Whenever the term of office of the Preferred Directors shall end and a
default in preference dividends shall no longer exist, the number of directors
constituting the Board shall be reduced by two. For purposes hereof, a "default
in preference dividends" on the Series D Series Preferred Stock or any class or
series of Voting Noncumulative Senior Preferred Stock shall be deemed to have
occurred whenever dividends upon the Series D Senior Preferred Stock or such
class or series of Voting Noncumulative Senior Preferred Stock have not been
paid or declared and set aside for payment for the equivalent of six full
quarterly dividend periods or more (whether or not consecutive), and, having so
occurred, such default shall be deemed to exist thereafter until, but only
until, all dividends on the Series D Senior Preferred Stock or such other class
or series of Voting Noncumulative Senior Preferred Stock have been paid or
declared and set apart for payment regularly for at least one year (i.e., four
consecutive full quarterly dividend periods).

     3.  Preferences.  The Series D Senior Preferred Stock will be fixed rate
noncumulative perpetual (i.e., will be redeemable, if at all, solely at the
option of the Corporation) Senior Preferred Stock and will rank senior to the
Junior Preferred Stock as to payments of dividends and upon liquidation.

     4.  Dividends.

          (a) The holders of shares of the Series D Senior Preferred Stock shall
be entitled to receive cash dividends thereon at a rate per annum to be
determined by either of Richard J. Almeida, Chairman and Chief Executive
Officer, Lauralee E. Martin, Chief Financial Officer, or Anthony O'B. Beirne,
Executive Vice President and Treasurer (each, a "Special Financing Officer"),
but not in any event to exceed the rate that is equivalent to the higher of (i)
seven and one half percent (7 1/2%) or (ii) 200 basis points over the rate at
the time of determination on United States Treasury Bonds with a thirty year
maturity, such rate per annum to be computed on the basis of the stated value
thereof of $100.00 per share, and no more, payable (if declared) quarterly out
of the funds of the Corporation legally available for the payment of dividends.
Such dividends shall be payable, when, as and if declared by the Board or a duly
authorized committee thereof, on February 15, May 15, August 15 and November 15
of each year (each a "Dividend Payment Date"), commencing February 15, 1999.
Each such dividend shall be paid to the holders of record of shares of Series D
Senior Preferred Stock as they appear on the stock register of the Corporation
on the close of business on such record date, which shall be not less than five
nor more than 50 days (whether or not business days) preceding the Dividend
Payment Date, as shall be fixed by the Board or a duly authorized committee
thereof. The rights of holders of the Series D Senior Preferred Stock shall be
noncumulative. Accordingly, if the Board fails to declare a dividend on the
Series D Senior Preferred Stock payable on a Dividend Payment Date, then holders
of Series D Senior Preferred Stock will have no right to receive a dividend in
respect of the dividend period ending on such Dividend Payment Date, and the
Corporation will have no obligation to pay dividends accrued for such period,
whether or not dividends on the Series D Senior Preferred Stock are declared
payable on any future Dividend Payment Date. The amount of dividends payable for
any period shorter than a full quarterly dividend period will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.

          (b) If, at any time prior to 18 months after the date of original
issuance of the Series D Senior Preferred Stock, one or more amendments to the
Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce
the percentage of the dividends received deduction (generally, 70%) as specified
in Section 243(a)(1) of the Code or any successor provision (the "Dividends
Received Percentage"), the amount of each dividend payable (if declared) per
share of the Series D Senior Preferred Stock for dividend payments made on or
after the date of enactment of such change shall be increased by multiplying the
amount of the dividend payable determined as 

                                      -3-
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described above (before adjustment) by a factor, which shall be the number
determined in accordance with the following formula (the "DRD Formula") and
rounding the result to the nearest cent (with one-half cent rounded up):

                              1 - [.35 (1 - .70)]
                              -------------------
                              1 - [.35 (1 - DRP)]

     For purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question; provided, however, that if
the Dividends Received Percentage applicable to the dividend in question is less
than 50%, then the DRP will equal 0.50. No amendment to the Code, other than a
change in the percentage of the dividends received deduction set forth in
Section 243(a)(1) of the Code or any successor provision prior to 18 months
after the date of original issuance of the Series D Senior Preferred Stock, will
give rise to an adjustment. Notwithstanding the foregoing provisions, in the
event that, with respect to any such amendment, the Corporation shall receive
either (i) an unqualified opinion of independent recognized tax counsel based
upon the legislation amending or establishing the DRP or upon a published
pronouncement of the Internal Revenue Service (the "IRS") addressing such
legislation or (ii) a private letter ruling or similar form of assurance from
the IRS, in either case to the effect that such an amendment would not apply to
dividends payable on shares of Series D Senior Preferred Stock, then any such
amendment shall not result in the adjustment provided for pursuant to the DRD
Formula. The Corporation's calculation of the dividends payable, as so adjusted
and as certified accurate as to calculation and reasonable as to method by the
independent certified public accountants then regularly engaged by the
Corporation, shall be final and not subject to review.

     If any such amendment to the Code which reduces the Dividends Received
Percentage is enacted after a dividend payable on a Dividend Payment Date has
been declared but before such dividend has been paid, the amount of dividends
payable on such Dividend Payment Date will not be increased; but instead, an
amount, equal to the excess, if any, of (x) the product of the dividends paid by
the Corporation on such Dividend Payment Date and the DRD Formula (where the DRP
used in the DRD Formula would be equal to the greater of the reduced Dividends
Received Percentage and 0.50) over (y) the dividends paid by the Corporation on
such Dividend Payment Date, will be payable (if declared) on the next succeeding
Dividend Payment Date to holders of Series D Senior Preferred Stock on the
record date applicable to such succeeding Dividend Payment Date, in addition to
any other amounts payable on such Dividend Payment Date.

     In addition, if any such amendment to the Code is enacted that reduces the
Dividends Received Percentage and such reduction retroactively applies to a
Dividend Payment Date as to which the Corporation previously paid dividends on
shares of Series D Senior Preferred Stock (each, an "Affected Dividend Payment
Date"), the Corporation will pay (if declared) additional dividends (the
"Retroactive Dividends") on the next succeeding Dividend Payment Date (or if
such amendment is enacted after the dividend payable on such Dividend Payment
Date has been declared, on the second succeeding Dividend Payment Date following
the date of enactment), to holders of Series D Senior Preferred Stock on the
record date applicable to such succeeding Dividend Payment Date, in an amount
equal to the excess, if any, of (x) the product of the dividends paid by the
Corporation on each Affected Dividend Payment Date and the DRD Formula (where
the DRP used in the DRD Formula would be equal to the greater of the reduced
Dividends Received Percentage and 0.50, applied to each Affected Dividend
Payment Date) over (y) the dividends paid by the Corporation on each Affected
Dividend Payment Date.

                                      -4-
<PAGE>
 
     Retroactive Dividends will not be paid in respect of the enactment of any
amendment to the Code if such amendment would not result in an adjustment due to
the Corporation having received either an opinion of counsel or tax ruling
referred to in the third preceding paragraph.  The Corporation will only make
one payment of Retroactive Dividends.

     No adjustments in the dividends payable by the Corporation will be made,
and no Retroactive Dividends will be payable by the Corporation, because of any
amendment to the Code at any time beginning 18 months after the date of original
issuance of the Series D Senior Preferred Stock that reduces the Dividends
Received Percentage.

     In the event that the amount of dividends payable per share of Series D
Senior Preferred Stock shall be adjusted pursuant to the DRD Formula and/or
Retroactive Dividends are to be paid, the Corporation will cause notice of each
such adjustment and, if applicable any Retroactive Dividends, to be sent to each
holder of record of the shares of Series D Senior Preferred Stock at such
holder's address as the same appears on the stock register of the Corporation.

          (c) So long as any shares of Series D Senior Preferred Shares are
outstanding, no dividend (other than a dividend in Common Stock, Junior
Preferred Stock or any other stock of the Corporation ranking junior to the
Series D Senior Preferred Stock as to dividends and upon liquidation and other
than as provided in subsection (c) of this Section 4) shall be declared or paid
or set aside for payment, nor shall any other distribution be declared or made
upon the Common Stock, Junior Preferred Stock or any other stock of the
Corporation ranking junior to or on a parity with the Series D Senior Preferred
Stock as to dividends or upon liquidation, nor shall any Common Stock, Junior
Preferred Stock or other stock of the Corporation ranking junior to or on a
parity with the Series D Senior Preferred Stock as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any consideration
(nor shall any funds be paid to, or made available for, a sinking fund for the
redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking junior to the
Series D Senior Preferred Stock as to dividends and upon liquidation) unless, in
each case, the full dividends on all outstanding shares of the Series D Senior
Preferred Stock shall have been, or contemporaneously are, paid, or declared and
a sum sufficient for the payment thereof has been or is set apart for such
payment, for the then-current dividend period (without accumulation of accrued
and unpaid dividends for prior dividend periods unless previously declared).

          (d) When dividends are not paid or declared and set aside for payment
in full, as aforesaid, upon the shares of Series D Senior Preferred Stock and
any other Senior Preferred Stock ranking on a parity as to dividends with the
Series D Senior Preferred Stock, all dividends declared upon shares of Series D
Senior Preferred Stock and any other class or series of Senior Preferred Stock
ranking on a parity as to dividends with the Series D Senior Preferred Stock
shall be declared pro rata so that the amount of dividends declared per share on
the Series D Senior Preferred Stock and such other Senior Preferred Stock shall
in all cases bear to each other the same ratio that dividends per share on the
shares of Series D Senior Preferred Stock for the then-current dividend period
(without accumulation of accrued and unpaid dividends for prior dividend periods
unless previously declared) and such other Senior Preferred Stock bear to each
other. Holders of shares of Series D Senior Preferred Stock shall not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of full dividends for the then-current dividend period (without accumulation of
accrued and unpaid dividends for prior dividend periods unless previously
declared), as herein provided, on the Series D Senior Preferred Stock.

     5.  Redemption.

                                      -5-
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          (a) The shares of Series D Senior Preferred Stock shall not be
redeemable prior to a date to be determined by any Special Financing Officer,
provided that such date shall not be earlier than ten (10) years after the end
of the calendar quarter in which the Series D Senior Preferred Stock is issued.
On and after such initial redemption date, the Corporation, at its option, may
redeem shares of the Series D Senior Preferred Stock, in whole or in part, at
any time or from time to time, at a redemption price of $100.00 per share, plus
accrued and unpaid dividends thereon (whether or not earned or declared) for the
then-current dividend period (without accumulation of accrued and unpaid
dividends for prior dividend periods unless previously declared), including any
dividends payable due to changes in the Dividends Received Percentage and
Retroactive Dividends to the date fixed for redemption. In the event that fewer
than all the outstanding shares of Series D Senior Preferred Stock are to be
redeemed pursuant to this Section 5(a), the number of shares to be redeemed
shall be determined by the Board and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Board or by any other
method as may be determined by the Board in its sole discretion to be equitable.

          (b) Notwithstanding the foregoing, if dividends for the then-current
dividend period to the redemption date (without accumulation of accrued and
unpaid dividends for prior dividend periods unless previously declared) have not
been declared and paid or set apart for payment on all outstanding shares of
Series D Senior Preferred Stock, no shares of Series D Senior Preferred Stock
shall be redeemed unless all outstanding shares of Series D Senior Preferred
Stock are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any shares of Series D Senior Preferred Stock; provided,
however, that the foregoing shall not prevent the purchase or acquisition of
shares of Series D Senior Preferred Stock pursuant to a tender or exchange offer
made on the same terms to all holders of Series D Senior Preferred Stock and
mailed to the holders of record of the Series D Senior Preferred Stock at such
holders' addresses as the same appear on the stock register of the Corporation;
provided, further, that if some, but less than all, of the shares of the Series
D Senior Preferred Stock are to be purchased or otherwise acquired pursuant to
such tender or exchange offer and the number of shares so tendered exceeds the
number of shares so to be purchased or otherwise acquired by the Corporation,
the shares of the Series D Senior Preferred Stock tendered will be purchased or
otherwise acquired by the Corporation on a pro rata basis (with adjustments to
eliminate fractions) according to the number of such shares tendered by each
holder tendering shares of Series D Senior Preferred Stock.

          (c) In the event the Corporation shall redeem shares of Series D
Senior Preferred Stock pursuant to subsection (a) of this Section 5, notice of
such redemption shall be given by first class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the redemption date, to each holder
of record of the shares to be redeemed, at such holder's address as the same
appears on the stock register of the Corporation. Each such notice shall state:
(i) the redemption date; (ii) the number of shares of Series D Senior Preferred
Stock to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date.

          (d) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
funds for the payment of the redemption price) dividends on the shares of Series
D Senior Preferred Stock so called for redemption under subsection (a) of this
Section 5 shall cease to accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price against delivery 

                                      -6-
<PAGE>
 
of such shares) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the applicable redemption price.
In case fewer than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares
without cost to the holder thereof.

          (e) If the Corporation gives notice of redemption, then, by 12:00
Noon, Chicago time, on the redemption date, the Corporation shall irrevocably
deposit with a paying agent (which may be an affiliate of the Corporation) (the
"Paying Agent"), which shall be a bank or trust company organized and in good
standing under the laws of the United States, the State of Illinois or the State
of New York and having capital, surplus and undivided profits aggregating at
least $10,000,000, funds sufficient to pay the applicable redemption price,
including any accrued and unpaid dividends to the redemption date, and shall
give the Paying Agent irrevocable instructions and authority to pay the
redemption price to the holder or holders of record of the shares of Series D
Senior Preferred Stock upon surrender of certificates for such shares (properly
endorsed or assigned for transfer). If notice of redemption shall have been
given, then upon the date of such deposit, all rights of holders of the shares
so called for redemption shall cease, except the right of the holders of such
shares to receive the redemption price against delivery of such shares, but
without interest, and such shares shall cease to be outstanding. The Corporation
shall be entitled to receive, from time to time, from the Paying Agent, the
interest, if any, earned on such funds deposited with the Paying Agent, and the
holders of any shares to be redeemed with such funds shall have no claim to any
such interest. Any funds so deposited which are unclaimed at the end of two
years from such redemption date shall upon demand be repaid to the Corporation,
after which the holders of the shares of Series D Senior Preferred Stock so
called for redemption shall be entitled to look only to the Corporation for
payment thereof.

     6.  Liquidation Preference.

          (a) Upon the dissolution, liquidation or winding up of the
Corporation, voluntary or involuntary, the holders of the shares of Series D
Senior Preferred Stock shall be entitled to receive and be paid out of the
assets of the Corporation available for distribution to its stockholders, before
any payment or distribution of assets shall be made on the Common Stock, the
Junior Preferred Stock or any other class of stock of the Corporation ranking
junior to the Series D Senior Preferred Stock upon liquidation, the amount of
$100.00 per share, plus an amount equal to the sum of all accrued and unpaid
dividends (whether or not earned or declared) on such shares for the then-
current dividend period (without accumulation of accrued and unpaid dividends
for prior dividend periods unless previously declared) to the date of final
distribution.

          (b) Neither the sale of all or substantially all the property or
business of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 6.

          (c) After the payment to the holders of the shares of Series D Senior
Preferred Stock of the full preferential amounts provided for in this Section 6,
the holders of the shares of Series D Senior Preferred Stock, as such, shall
have no right or claim to any of the remaining assets of the Corporation.

          (d) In the event the assets of the Corporation available for
distribution to the holders of the shares of Series D Senior Preferred Stock and
any other class or series of shares of 

                                      -7-
<PAGE>
 
Senior Preferred Stock ranking on a parity with the Series D Senior Preferred
Stock as to such distribution upon any dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, shall be insufficient to pay
in full all preferential amounts to which such holders are entitled, no such
distribution shall be made on account of the Series D Senior Preferred Stock or
any shares of any other class or series of Senior Preferred Stock ranking on a
parity with the shares of Series D Senior Preferred Stock upon such dissolution,
liquidation or winding up, unless proportionate distributive amounts shall be
paid on account of the shares of Series D Senior Preferred Stock and such shares
of Senior Preferred Stock ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.

     7.  Conversion and Exchange.  The holders of shares of the Series D Senior
Preferred Stock shall not have any rights to convert such shares into, or to
exchange such shares for, shares of Common Stock, any other class or classes of
capital stock (or any other security) or any other series of any class or
classes of capital stock (or any other security) of the Corporation.

     8.  Priority as to Certain Distributions.  As a series of Senior Preferred
Stock, the shares of the Series D Senior Preferred Stock shall be entitled to
such rights and priorities, and subject to such limitations, as to dividends as
are set forth in these resolutions and in the Restated Certificate of the
Corporation.

     9.  Sinking Fund.  No sinking fund shall be provided for the purchase or
redemption of shares of the Series D Senior Preferred Stock.

     10.  Ranking.  Without limitation to any provision set forth in these
resolutions or in the Restated Certificate, it is hereby confirmed and expressly
declared that the Series D Senior Preferred Stock constitutes a series of Senior
Preferred Stock and, accordingly, ranks senior to all shares of Junior Preferred
Stock as to dividends and distributions of assets upon liquidation, dissolution
or winding up.

     For purposes hereof, any class or series or stock of the Corporation shall
be deemed to rank:

          (a) prior to the Series D Senior Preferred Stock as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of Series D Senior
Preferred Stock;

          (b) on a parity with the Series D Senior Preferred Stock as to
dividends or distribution of assets upon liquidation, dissolution or winding up,
whether or not the dividend rates, dividend payment dates, redemption prices or
liquidation preferences per share thereof are different from those of the Series
D Senior Preferred Stock, if the holders of such class or series of stock and of
the Series D Senior Preferred Stock shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in proportion to their respective dividend amounts or
liquidation preferences, without preference or priority to the holders of Series
D Senior Preferred Stock; and

          (c) junior to the Series D Senior Preferred Stock as to dividends or
distribution of assets upon liquidation, dissolution or winding up, if such
stock shall be Common Stock or Junior Preferred Stock or if the holders of the
Series D Senior Preferred Stock shall be entitled to the receipt of dividends or
of amounts distributable upon liquidation, dissolution or winding up, as the
case may 

                                      -8-
<PAGE>
 
be, in preference or priority to the holders of shares of such class or series.

     11.  Exclusion of Other Rights.  Unless otherwise required by law, shares 
of the Series D Senior Preferred Stock shall not have any rights, including
preemptive rights, or preferences other than those specifically set forth herein
or as provided by applicable law.

     12.  Miscellaneous.  The Board of Directors may interpret the provisions
hereof to resolve any inconsistency or ambiguity which may arise or be revealed
and if such inconsistency or ambiguity reflects an inaccurate provision hereof,
the Board of Directors may, in appropriate circumstances, authorize the filing
of a certificate of correction pursuant to Delaware law.

     13.  Change in Number of Shares.  As provided in the Restated Certificate 
of the Corporation, but subject to applicable law, the Board of Directors may
increase or decrease the number of shares of this series of Senior Preferred
Stock subsequent to the issue of shares of this series, but not below the number
of shares of Series D Senior Preferred Stock then outstanding.

     FURTHER RESOLVED, that the 1,250,000 shares of Series D Senior Preferred
Stock authorized for issuance pursuant to the resolutions of this Board of
Directors all constitute Senior Preferred Stock within the 50,000,000 shares
authorized pursuant to the Restated Certificate of the Corporation.

     The undersigned DOES HEREBY FURTHER CERTIFY that the following resolution
was duly adopted on December 2, 1998 by Richard J. Almeida, Chairman and Chief
Executive Officer of the Corporation pursuant to the authorization conferred
upon him by the Board of Directors as set forth above:

     RESOLVED, that pursuant to the authority conferred upon Richard J. Almeida,
Chairman and Chief Executive Officer of Heller Financial, Inc. (the
"Corporation"), by resolutions adopted by the Board of Directors of the
Corporation by Unanimous Written Consent dated as of November 2, 1998 (the
"Resolutions"), Richard J. Almeida hereby (1) fixes the dividend rate on the
Series D Senior Preferred Stock of the Corporation at 6.95% per annum, which
rate does not exceed the higher of (i) seven and one half percent (7 1/2%) or
(ii) 200 basis points over the rate at the time of determination on United
States Treasury Bonds with a 30 year maturity and which rate is subject to
adjustment as provided in Section 4 of the Resolutions and (2) sets the first
date on which any shares of the Series D Senior Preferred Stock may be redeemed
as February 15, 2009, which date is not earlier than ten (10) years after the
end of the calendar quarter in which the Series D Senior Preferred Stock is
being issued.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by Kurt J. Roemer, its Senior
Vice President and Assistant Treasurer, and attested to by Mark J. Ohringer, its
Assistant Secretary, this 3rd day of December, 1998.


                           By:  /s/ Kurt J. Roemer
                                Kurt J. Roemer
                                Senior Vice President and
                                 Assistant Treasurer
[SEAL]
ATTEST

                                      -9-
<PAGE>
 
By:  /s/ Mark J. Ohringer
     Mark J. Ohringer
     Assistant Secretary

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