FIRST AMENDMENTOF

HELLER FINANCIAL, INC.
EXECUTIVE DEFERRED COMPENSATION PLANAs Amended and Restated Effective as of January 1, 2001)



|WHEREAS, Heller Financial, Inc. (the "Company")
maintains the Heller Financial, Inc. Executive Deferred Compensation Plan, as Amended and Restated Effective as of January 1, 2001 (the "Plan") for a select group of its management and highly compensated employees; and 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|NOW, THEREFORE, in exercise of the power delegated to the
Committee (as defined by the Plan) by Section 7 of the Plan and delegated to the undersigned officer by resolution of the Committee, the Plan is amended in the following particulars, effective January 1, 2001:
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|1.By redesignating subsections 2.2(c) through (k) as subsections (d)
through (l), respectively, and inserting a new subsection 2.2(c) immediately after subsection 2.2(b), as follows:                                                                                     
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|2.By substituting the following for subsections 2.2(d) and (e), as renumbered by
particular1 above:                                                                                                                                                                        
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           

|   |                                                                                                   | Election (the 'Distribution Date') for that Subaccount. Except as provided in subsections 2.2(g), 2.2(k) and 2.2(l) below, the Distribution Date the Eligible Employee specifies in his
initial Deferral Election as to a given Subaccount is irrevocable and will apply to all amounts the Eligible Employee defers into that Subaccount.                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                  
|   |                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | "(e)                                                                                              | The Distribution Date the Participant specifies in his initial Deferral Election for a Subaccount must be either (i) a particular date no earlier than one year and one day
after the date the Eligible Employee files that Deferral Election, (ii) the Eligible Employee's Termination of Employment (as defined in subsection (f) below) or a particular date coinciding with or next following the Eligible Employee's Termination of
Employment (e.g. 'January 1 coinciding with or next following my Termination of Employment') or (iii) the earlier of (i) and (ii) above."                                 
|   |                                                                                                  
|   |                                                                                                  
|3. | By substituting the following for subsections 2.2(g) and(h), as renumbered by particular 1 above:
|   |                                                                                                  
|   |                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | "(g)                                                                                              | A Participant may make a one-time election after his initial Deferral Election as to a given Subaccount to change the Distribution Date for that Subaccount, but the election
will be effective only if the Committee receives the election at least one year and one day before the Distribution Date originally elected by the Participant.                                                                                                                                                                                                                                                                      
|   |                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | "(h)                                                                                              | At the time of the Participant's initial Deferral Election as to a Subaccount, the Participant must elect a form of payment for that Subaccount. The Participant may choose among a single
lump sum payment, or annual installments over a five-, ten- or fifteen-year period. The Participant's election of form of payment must be made on the form, or by the other means, prescribed by the Committee. Except as provided in Section 4.1, the
Participant's initial election as to the form of payment of a given Subaccount will apply to all amounts deferred by the Eligible Employee into that Subaccount."
|   |                                                                                                  
|   |                                                                                                  
|4. | By substituting the following for subsection 2.2(l), as renumbered by particular 1 above:        
|   |                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | "(l)                                                                                              | If a Participant makes a Deferral Election that will first become effective after the first Distribution Date initially elected by the Participant, then amounts deferred by the
Participant for periods after that Distribution Date will automatically be credited to the existing Subaccount with the soonest Distribution Date, or, if the Participant has only one Subaccount or affirmatively elects to create a new one, to a new
Subaccount. If amounts are to be credited to a new Subaccount, the Participant must select a new                                                                          





|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Distribution Date and form of payment in the manner described in subsections 2.2(e) and (h) above for the new Subaccount."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | By substituting the following for Section 3.1 of the Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | "3.1     Deferral Accounts; Subaccounts. All amounts deferred pursuant to one or more Deferral Elections under the Plan will be allocated to a bookkeeping
account in the name of the Participant (`Deferral Account'). The Participant's Deferral Account will be made up of all of his Subaccounts, as described in subsection 2.2(c) above. Amounts deferred will be credited to the relevant Subaccounts of the
Participant's Deferral Account as soon as practicable, and in no event later than the fifteenth business day of the month following the month in which the Participant would have received the deferred amounts, if he had not elected to defer them."
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | By substituting the following for the first sentence of the fourth paragraphs of Section 3.2 of the Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | "A Participant's investment election will apply to all Subaccounts in his Deferral Account, and will
remain in effect for each deferral made after the election is effective, until after the Participant properly submits a request to make a change in his investment election."                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | By substituting the following for Section 4.1 of the Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | "4.1    Time and Method of Payment. Each Subaccount of a Participant's Deferral
Account will be paid in a single lump sum or installments, as elected by the Participant at the time of his initial Deferral Election with respect to that Subaccount. A Participant may make a one-time election after his initial Deferral Election as to a
given Subaccount to change the form of payment, so long as the Committee receives the election change at least one year and one day before the Participant's Distribution Date for that Subaccount.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | "If a Subaccount is payable in a single lump sum, the payment will be made as of a Valuation Date
occurring as soon as possible following the Participant's Distribution Date for that Subaccount, in an amount equal to the value of the Subaccount.                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | "If a Participant elected installment payments as to a Subaccount, the Subaccount will be paid in
installments over the five-, ten- or fifteen-year period he elected, with installments beginning as soon as practicable after the Participant's Distribution Date for that Subaccount. Each installment payment                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



> will be computed by dividing the amount credited to the Subaccount as of the Valuation Date immediately before the installment payment is due by the number of payments then remaining in the
> installment period."

IN WITNESS WHEREOF,on behalf of the Company
and Committee, the undersigned officer has executed this amendment this 3rd day of January, 2001.

| |  |  |                                                                                  
| |  |  | ---------------------------------------------------------------------------------
| |  |  | HELLER FINANCIAL, INC.                                                           
| |  |  |                                                                                  
| |  |  |                                                                                  
| |  |  | By:______________________________                                                
| |  |  | Nina B. Eidell

     Executive Vice President

     Chief Human Resources Officer