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                                                                   Exhibit 10(s)
                                SECOND AMENDMENT

                                     TO THE
                             HELLER FINANCIAL, INC.
                        SAVINGS AND PROFIT SHARING PLAN
               as amended and restated effective January 1, 1989
               -------------------------------------------------

     WHEREAS, Heller Financial, Inc. (the "Company") adopted a profit sharing
plan for the benefit of its employees in 1951 and amended and restated that plan
numerous times since and most recently amended and restated such plan, now known
as the Heller Financial, Inc. Savings and Profit Sharing Plan (the "Plan"),
effective January 1, 1989 and amended the Plan effective January 1, 1993; and

     WHEREAS, the Company retained the right to amend the Plan pursuant to
Section 11.2 thereof; and

     WHEREAS, the Company now deems it desirable to further amend the Plan;

     NOW, THEREFORE, BE IT RESOLVED, the Plan is hereby amended as follows:

     1.   The last paragraph of Section 2.12 of the Plan is hereby amended
effective for Plan Years commencing on or after January 1, 1994 to read as
follows:

          Except for purposes of Section 5.6 and for determining Highly
          Compensated Employees under Section 2.23, the amount of an Employee's
          Compensation taken into account under the Plan shall not exceed
          $150,000 (adjusted from time to time by the Secretary of the Treasury
          in accordance with Section 401(a)(17) of the Code). In determining
          the Compensation of a family member, the rules of Code Section
          414(q)(6) shall apply, except that the term "family" shall include
          only the spouse of the Participant and any lineal descendants who have
          not attained age 19 before the close of the Plan Year.

     2.   5.2(b) is hereby amended, effective January l, 1989, to read as
follows:

          The sum of (1) the Participant's Employer Compensation Reduction
          contributions, (2) any elective deferrals (as defined in Section
          402(g) of the Code) under a Related Plan, and (3) if the Participant
          notifies the committee in writing of any other plan under which
          elective deferrals are excluded from gross income, any other elective
          deferrals (as defined in Section 402(g) of the Code) made under any
          other plan, shall not exceed 
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          $7,627 (in 1989, adjusted in subsequent years as determined in
          accordance with regulations prescribed by the Secretary of Treasury or
          his delegate, and increased in accordance with the provisions of
          Sections 402(g)(4) and 402(g)(8) of the Code as applicable). If, for
          any calendar year, a Participant's elective deferrals under the Plan,
          any Related Plan and any other plan for which the Participant has
          notified the committee exceed the limit described in the first
          sentence of this subsection the Committee shall, not later than the
          April 15 following the close of such calendar year, distribute to the
          Participant, in a single sum, all or such portion of the Participant's
          Compensation Reduction Contributions for such calendar year (A) as
          requested in writing by the Participant by March 1 (or such later date
          as the Committee permits, but not later than April 15) following the
          close of such calendar year or (B) as determined by the committee as
          is necessary to eliminate the excess (including any income earned and
          minus any loss allocable to such amounts as determined in Section
          5.2(c)). Effective January 1, 1994, Employer Matching Contributions
          made with respect to matched Employer Compensation Reduction
          Contributions which are reduced pursuant to this Section
          5.2(b) (including any income earned and minus any loss allocable to
          such amounts as determined in Section 5.2(c) as if such Section
          applied to the Participant's Matching Contribution Account rather than
          his Compensation Reduction Contribution Account) shall be forfeited
          and allocated to the Matching Contribution Account of each Active
          Participant (as defined in Section 2.3(c)(2)), including the Active
          Participant from whose Account such contribution has been forfeited,
          in the same proportion that the amount of such Active Participant's
          Employer Matching Contributions bears to the total amount of Employer
          Matching Contributions of all Active Participants for the Plan Year
          after giving effect to the forfeitures prescribed in this sentence.

     3.   Section 5.2(c)(2) is hereby amended, effective January l, 1994, to
read as follows:

          (2)  Income for Period Between End of Calendar Year and Distribution.
               No income or loss shall be distributed or forfeited with respect
               to the period between the end of a calendar year and the date of
               distribution or forfeiture.

     4.   A new sentence is hereby added to the end of Section 5.3(d)(2),
effective January 1, 1994, to read as follows:

          Effective January 1, 1994, Employer Matching Contributions made with
          respect to matched Employer Compensation Reduction Contributions which
          are reduced pursuant to this Section 5.3(d)(and any income allocable
          to such Employer Matching Contributions determined in 

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          accordance with Section 5.3(f) as if such Section applied to the
          Participant's Matching Contribution Account rather than his
          Compensation Reduction Contribution Account) shall be forfeited and
          allocated to the Matching Contribution Account of each Active
          Participant (as defined in Section 2.3(c)(2)) who is not a Highly
          Compensated Employee for such Plan Year in the same proportion that
          the amount of such Active Participant's Employer Matching
          Contributions bears to the total amount of Employer Matching
          Contributions of all such Active Participants for the Plan Year.

     5.   Section 5.3(f)(2) is hereby amended, effective January 1, 1994, to
read as follows:

          (2)  Income for Period Between End of Plan Year and Distribution. No
               income or loss shall be distributed or forfeited with respect to
               the period between the end of a Plan Year and the date of
               distribution or forfeiture.

     6.   Section 5.4(f)(2) is hereby amended, effective January 1, 1994, to
read as follows:

          (2)  Income for Period Between End of Plan Year and Distribution. No
               income or loss shall be distributed or forfeited with respect to
               the period between the end of a Plan Year and the date of
               distribution or forfeiture.

     7.   Section 5.5 is hereby amended, effective January 1, 1989, to read as
follows:

          5.5  Multiple Use of Section 5.3 and Section 5.4. Notwithstanding
          Section 5.3 and Section 5.4, the sum of the actual deferral
          percentages and the average contribution percentages, for a Plan Year,
          of the Highly Compensated Employees who are Active Participants shall
          not exceed the greater of (a) or (b) where:

          (a)  is the sum of (1) plus (2) where:

               (l)  is one hundred and twenty-five percent (125%) of the greater
                    of (i) the actual deferral percentage for such Plan Year of
                    the non-Highly Compensated Employees who are Active
                    Participants, or (ii) the average contribution percentage
                    for such Plan Year of such non-Highly compensated Employees;
                    and

               (2)  is two (2) percent plus the lesser of the amount determined
                    under Section 5.5(a)(l)(i) or the amount determined under
                    Section 5.5(a)(l)(ii), but in no event shall this amount
                    exceed two hundred percent (200%) of the lesser of the

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                    amount determined under Section 5.5(a)(1)(i) or the amount
                    determined under Section 5.5(a)(1)(ii); and

          (b)  is the sum of (l) plus (2) where:

               (l)  is one hundred and twenty-five percent (125%) of the lesser
                    of (i) the actual deferral percentage for such Plan year of
                    the non-Highly Compensated Employees who are Active
                    Participants, or (ii) the average contribution percentage
                    for such Plan Year of such non-Highly Compensated Employees;
                    and

               (2)  is two (2) percent plus the greater of the amount determined
                    under Section 5.5(a)(l)(i) or the amount determined under
                    Section 5.5(a)(1)(ii), but in no event shall this amount
                    exceed two hundred percent (200%) of the greater of the
                    amount determined under Section 5.5(a)(l)(i) or the amount
                    determined under Section 5.5(a)(1)(ii).

          The Committee may establish, from time to time, such rules,
          restrictions and limitations as it may deem appropriate to ensure that
          the above limitations are met. If the Committee determines that the
          reduction or disallowance of Employer Compensation Reduction
          Contributions or Employer Matching Contributions is necessary or
          desirable with respect to Highly Compensated Employees, the Committee
          may reduce or disallow Employer Compensation Reduction Contributions
          or Employer Matching Contributions for such Highly Compensated
          Employees, including Employer Compensation Reduction Contributions or
          Employer Matching Contributions already made for that Plan Year, as
          provided in Section 5.3(d) and (f) or Section 5.4(d) and (f).

     8.   The last paragraph of Section 5.6(c) is hereby amended, effective
January 1, 1989, to read as follows:

          Any Employer Compensation Reduction Contributions reduced or
          eliminated under this Section 5.6 shall be distributed to the
          Participant on whose behalf such contributions were made. Any
          allocations of Employer Matching Contributions, Employer Profit
          Sharing Contributions, Minimum Employer Contributions, Forfeitures,
          and Special Employer Contributions reduced or eliminated under this
          Section 5.6 shall, subject to the limits of this Section 5.6, be
          reallocated to the Accounts of the other Participants as of the last
          day of that Plan Year in the same manner as such Contributions were
          initially allocated. Any Employer Matching Contributions, Employer
          Profit Sharing Contributions, Forfeitures, Minimum Employer
          Contributions and Special Employer Contributions which cannot, under
          the limits of this Section 5.6, be reallocated to the Accounts of
          other 

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          Participants in the Plan Year shall be held, subject to the limits of
          this Section 5.6, in a suspense account and reallocated in the
          subsequent Plan Year prior to making and Employer contributions in any
          subsequent Plan Year. On Plan termination any amounts held in a
          suspense account which, under the limits of this Section 5.6, cannot
          be reallocated to Participants in the Plan Year of the termination,
          shall be returned to the Employers in such proportions as shall be
          determined by the Committee.

     9.   Section 8.1 is hereby amended effective upon execution hereof to add a
new subsection (h) to read as follows:

          (h)   Any distribution to which a Participant is otherwise entitled
                under this Article VIII may commence less than 30 days after the
                notice required under Treasury Regulation Section 1.411(a) -
                11(c) is given, provided that (l) the Plan Administrator clearly
                informs the Participant that the Participant has a right to a
                period of at least 30 days after receiving the notice to
                consider the decision of whether or not to elect a distribution,
                and (2) the Participant, after receiving the notice
                affirmatively elects to receive a distribution.

     10.  Section 8.4(a)(1)(A)(i) is hereby amended, effective January 1, 1994,
to read as follows:

          (i)  Medical expenses described in Section 213(d) of the Code incurred
               by the Participant, the Participant's spouse or any dependents of
               the Participant (as defined in Section 152 of the Code) or
               necessary for those persons to obtain medical care described in
               Section 213(d);

     11.  Section 8.4(a)(1)(A)(iii) is hereby amended, effective January 1,
1994, to read as follows:

        (iii)  Payment of tuition (and - related educational fees) for the next
               l2 months of postsecondary education for the Participant, his
               spouse, children or dependents (as defined in Section 152 of the
               Code); or

     12.  Section 8.4(a)(2)(A)(i) is hereby amended, effective January 1, 1994,
to read as follows:

          (i)  The distribution is not in excess of the amount of the immediate
               and heavy financial need of the Participant including the amount
               needed to pay any federal, state and local income taxes and
               penalties reasonably expected to be incurred by reason of the
               distribution;

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     IN WITNESS WHEREOF, the amendment is executed by the Company this 20th
day of December 1994 by its duly authorized officer.

                          HELLER FINANCIAL, INC.

                          By:  /s/ Peggi L. Sturm
                               ----------------------
                          Its: Vice President
                               ----------------------

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