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                                                                     EXHIBIT 4.1

                            HELLER FINANCIAL, INC.
                            ----------------------
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                     ------------------------------------
      (As Conformed through the Second Amendment, as of January 1, 2000)


                                   Section 1
                                   ---------
                                 Introduction
                                 ------------

     1.1  The Plan and Its Effective Date.  The Heller International Corporation
          -------------------------------
Executive Deferred Compensation Plan (the "Original Plan") was established by
Heller International Corporation effective as of January 1, 1994 (the "Effective
Date").  The Original Plan was renamed the Heller Financial, Inc. Executive
Deferred Compensation Plan (the "Plan") effective as of January 1, 1998.

     1.2  Purpose.  Heller International Corporation established the Original
          -------
Plan effective January 1, 1994 for a select group of management and highly
compensated employees of Heller International Corporation or any subsidiary or
affiliate that adopted the Original Plan in accordance with Section 6 to retain
and attract highly qualified personnel by offering the benefits of a non-
qualified, unfunded plan of deferred compensation.  This Plan allows Eligible
Employees to make deferrals and receive benefits regardless of the benefit and
contribution limits applicable to qualified retirement plans under the Internal
Revenue Code of 1986, as amended.  Heller International Corporation transferred
sponsorship of the Original Plan to Heller Financial, Inc. (the "Company"),
effective as of January 1, 1998.  The Plan is intended to be a top-hat plan
described in Section 201(2) of the Employee Retirement Income Security Act of
1974 ("ERISA").

     1.3  Administration.  The Plan shall be administered by a committee (the
          --------------
"Committee") appointed by the Compensation Committee of the Board of Directors
of the Company (the "Compensation Committee").  In the event the Compensation
Committee fails to appoint such a committee, then the Compensation Committee
itself shall constitute the Committee.  The Committee shall have the powers set
forth in the Plan and the power to interpret its provisions.  Any decisions of
the Committee shall be final and binding on all persons with regard to the Plan.
The Committee may delegate its authority hereunder to one or more officers or
directors of the Company.  The members of the Committee shall serve at the
pleasure of the Compensation Committee and may be removed, with or without
cause, by the Compensation Committee.


                                   Section 2
                                   ---------
                      Participation and Deferral Elections
                      ------------------------------------

     2.1  Eligibility and Participation.  Subject to the conditions and
          -----------------------------
limitations of the Plan,  all leadership executives (salary grade 18 and above)
of the Company or an Employer (as defined in Section 6.1), such other executives
of the Company or an Employer identified as eligible by the Committee, and those
non-employee members of the Board of Directors of the

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Company identified as eligible by the Committee shall be eligible to participate
in the Plan ("Eligible Employees"). Any Eligible Employee who makes a Deferral
Election as described in Section 2.2 below shall become a participant in the
Plan ("Participant") and shall remain a Participant until the entire balance of
his Deferral Account (defined in Section 3.1 below) is distributed to him.

     2.2  Rules for Deferral Elections.  Any Eligible Employee may make an
          ----------------------------
irrevocable election ("Deferral Election") to defer receipt of one or more of
his Incentive Payments, Annual Bonus, Annual Base Salary, REFS Plan Amount and
Retainer (as these terms are defined in Section 2.3) for a calendar year in
accordance with the rules set forth below:

     (a)  An individual shall be eligible to make a Deferral Election only if he
          is an Eligible Employee on the date such election is made.  Effective
          July 17, 1998, an individual who first becomes an Eligible Employee
          during a given calendar year may make an election to participate in
          the Plan during that calendar year, so long as the election:

          (i)  is submitted to the Committed or its delegate within thirty days
               after the individual becomes an Eligible Employee; and

          (ii) relates only to compensation earned for services performed during
               that calendar year after the election is properly submitted to
               the Committee or its delegate.

          July 17, 1998 will be a special date upon which individuals first
          hired by the Company or an Employer earlier in 1998 become Eligible
          Employees (assuming the Committee has named them as eligible, if
          applicable).

     (b)  All Deferral Elections must be made in writing on such forms as the
          Committee may prescribe and must be received by the Committee no later
          than the date specified by the Committee.  In no event will the date
          specified by the Committee be later than the end of the month that
          precedes the earliest date that the amount being deferred is made
          available to such Eligible Employee.

     (c)  Deferred amounts will be deferred to the date specified by the
          Eligible Employee at the time of his initial Deferral Election (the
          "Distribution Date").  Except as provided in subsections 2.2(f),
          2.2(k) or 2.2(l) below, the Distribution Date specified at the time of
          the Eligible Employee's initial Deferral Election is irrevocable and
          shall apply to all amounts deferred by the Eligible Employee under the
          Plan.

     (d)  The Distribution Date specified by the Participant at the time of his
          initial Deferral Election shall be either (i) a specified date not
          earlier than January 1 immediately following the third anniversary of
          the date on which the Eligible Employee files his initial Deferral
          Election (the "Designated Distribution Date"), (ii) the Eligible
          Employee's Termination of Employment (as defined in subsection

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          (e), below) or a specified date coinciding with or next following the
          Eligible Employee's Termination of Employment (e.g., January 1
          coinciding with or next following the Eligible Employee's Termination
          of Employment), or (iii) the earlier of (i) or (ii) above, as may be
          elected by the Eligible Employee at the time of his initial Deferral
          Election.

     (e)  For purposes of this Plan, a "Termination of Employment" occurs when a
          person leaves the employ of the Company (including all subsidiaries
          and affiliates), or, as applicable, ceases to be a member of the Board
          of Directors of the Company, by reason of a resignation, discharge,
          retirement, or death; provided that in the event a person receives
          periodic severance payments after he leaves the employ of the Company
          (or an subsidiary or affiliate), then such person's Termination of
          Employment shall occur on the date on which the final periodic
          severance payment is made.  For a Participant who is a non-employee
          member of the Board of Directors of the Company, a "Termination of
          Employment" occurs when the Participant ceases to be a non-employee
          director.

     (f)  A Participant may make a one-time election after the Participant's
          initial Deferral Election to extend the Distribution Date; provided
          that such election shall not be effective unless the Committee
          receives the election at least one year and one day before the
          Distribution Date elected by the Participant at the time of his
          initial Deferral Election and provided that with respect to
          acceleration of the Distribution Date, the Participant's Employer
          provides prior written consent to such acceleration.

     (g)  At the time of the Participant's initial Deferral Election, the
          Participant must elect, in writing on such form as the Committee may
          prescribe, the form of payment of the Participant's Deferral Account.
          The Deferral Account may be paid in a single lump sum or in
          substantially equal annual installments over a five, ten or fifteen
          year period in accordance with Section 4.1.  Except as provided in
          Section 4.1, the Participant's election as to the form of payment of
          his Deferral Account made at the time of the Participant's initial
          Deferral Election shall apply to all amounts deferred by the Eligible
          Employee under the Plan.

     (h)  At the time of the Participant's initial Deferral Election, the
          Participant shall specify, in writing on such form as may be
          prescribed by the Committee, the manner in which income, gains, losses
          and expenses are credited or charged to a Participant's Deferral
          Accounts in accordance with Section 3.2.

     (i)  No Deferral Election shall apply to any amounts which in the absence
          of a Deferral Election would be payable to the Eligible Employee on or
          after January 1, 2004, or such later date as may be permitted by the
          Board of Directors of the Company.

     (j)  A Deferral Election shall be irrevocable; provided that if the
          Committee determines that a Participant has an Unforeseeable Financial
          Emergency (as

                                      -13-
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          defined in Section 4.6), then the Participant's Deferral Election in
          effect at the time of the Unforeseeable Financial Emergency shall be
          revoked with respect to all amounts not previously deferred at the
          time the Committee determines that the Participant has an
          Unforeseeable Financial Emergency; and further provided that if a
          Participant receives a distribution on account of hardship under any
          qualified plan that is described in Section 401(k) of the Internal
          Revenue Code (the "Code") and which is maintained by the Company, an
          Employer or a commonly controlled entity (as defined in Code Sections
          414(b) and (c)) of the Company or an Employer (a "401(k) Plan"), then
          no amounts may be deferred under the Plan for a period of 12 months
          following the date the Participant receives the distribution on
          account of hardship from the 401(k) Plan.

     (k)  If a Participant makes a Deferral Election that will first become
          effective after the Designated Distribution Date elected in the
          Participant's initial Deferral Election, then the Participant must
          select a new Distribution Date in the manner described in subsection
          2.2(d) as though such Deferral Election were his initial Deferral
          Election; provided, that the new Distribution Date selected by the
          Participant shall only apply to amounts deferred by the Participant
          for calendar years following the year in which the new Distribution
          Date is selected.

     (l)  If a Participant is also a participant in the Heller Financial, Inc.
          Real Estate Financial Services Plan ("REFS Plan") for the 1997
          calendar year, such Participant may, in accordance with the provisions
          of the REFS Plan, elect to transfer all or a portion of his Deferral
          Account to the REFS Plan.  All amounts so transferred shall be subject
          to the terms and conditions of the REFS Plan (including, but not
          limited to, the distribution provisions of the REFS Plan), but in no
          event shall such amounts be distributed from the REFS Plan prior to
          the date that they would otherwise be distributed under the Plan had
          such transfer not occurred.

2.3  Amounts Deferred.  An Eligible Employee may make a Deferral Election to
     ----------------
defer receipt of the following amounts:

     (a)  All or any portion of his incentive payments ("Incentive Payments")
          under the Long-term Incentive Plan of Heller Financial, Inc. with
          respect to performance in the calendar year in which the Deferral
          Election is made in increments of 1%.

     (b)  All or any portion of his annual bonus ("Annual Bonus") for a calendar
          year under the Management Incentive Plan of Heller Financial, Inc. in
          increments of 1%.

     (c)  Up to 50% of his annual base salary excluding severance payments
          ("Annual Base Salary") in increments of 1%.

     (d)  Such other bonuses and incentive payments under any plan or
          arrangement established by an Employer as the Chairman of the Board of
          Directors of the Company (the "Chairman") may designate as
          compensation eligible for deferral

                                      -14-
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          under this Plan in such increments and subject to such limitations and
          restrictions as the Chairman may establish.

     (e)  Subject to the terms and conditions of the REFS Plan, all of his
          distribution from a given subaccount under the REFS Plan ("REFS Plan
          Amount").
     (f)  All or any portion of his retainer received for services as a non-
          employee member of the Board of Directors of the Company ("Retainer").


                                   Section 3
                                   ---------
                               Deferral Accounts
                               -----------------

     3.1  Deferral Accounts.  All amounts deferred pursuant to one or more
          -----------------
Deferral Elections under the Plan shall be allocated to a bookkeeping account in
the name of the Participant ("Deferral Account").  Amounts deferred pursuant to
a Deferral Election shall be credited to the Deferral Account as of the Deferral
Crediting Date (as defined below) coinciding with or next following the date on
which, in the absence of a Deferral Election, the Participant would otherwise
have received the deferred amounts.  The "Deferral Crediting Date" shall be the
business day coinciding with or next preceding the 15th day of each calendar
month (the "Mid-Month Deferral Crediting Date") and the business day coinciding
with or next preceding the last day of each calendar month (the "End-of-Month
Deferral Crediting Date").

     3.2  Investment Elections and Income Crediting.  As of the close of
          -----------------------------------------
business on each day the New York Stock Exchange is open for business
("Valuation Date"), each Participant's Deferral Account will be credited with
income and gains and charged with losses, expenses and distributions equal to
the amount by which the Deferral Account would have been credited or charged
since the prior Valuation Date (in the manner described below) had the
Participant's Deferral Account been invested in the Investment Funds (as defined
below) selected by the Participant in accordance with the Participant's
investment elections.

     The "Investment Funds" will consist of two or more mutual funds or other
group investment funds designated by the Committee, in its sole discretion, for
Participants' investment elections.  In addition, the Committee may establish an
Investment Fund consisting of the Company's Class A common stock, par value
$0.25 (the "Company Stock Fund").  Income, gains, losses, expenses and
distributions will be credited and charged in the manner dictated by each
Investment Fund.  The Company Stock Fund may use a unit valuation method of
accounting.  The Committee may, in its sole discretion, from time to time
designate additional Investment Funds or terminate existing Investment Funds.

     A Participant must make an investment election at the time of his or her
initial Deferral Election.  The investment election must designate the portion
of the amounts deferred to be treated as invested in each available Investment
Fund.  As to elections effective on or after March 1, 1999, any investment
election made by a Participant that directed or directs investment into the
Company Stock Fund will be irrevocable.  A Participant may elect no later than 1
p.m. Central Standard Time on February 26, 1999 to move amounts already in the
Company Stock Fund out of that Fund; any amounts not moved by that time will
remain in the Company Stock Fund.  A Participant's investment election will
remain in effect for each deferral made after the

                                      -15-
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election is effective, until the Participant files a change in investment
election with the Committee (or its delegate). Except as described above with
regard to amounts invested in the Company Stock Fund, a Participant may change
his or her investment election as to amounts deferred following the change in
investment election, as to the investment allocation of the Participant's
existing Deferral Account, or as to both matters. A change in investment
election must be filed with the Committee (or its delegate) in the form
prescribed by the Committee and in the time and manner specified by the
Committee. A Participant's initial investment election, or any change in
investment election, will become effective in accordance with rules established
by the Committee and applied uniformly to similarly situated Participants. The
Company reserves the right to impose blackout periods during which no
contributions or transfers may be made to, or, for transfers to be effective
before March 1, 1999, from the Company Stock Fund.

     3.3. Vesting.  A Participant shall be fully vested at all times in the
          -------
balance of his Deferral Account.


                                   Section 4
                                   ---------
                              Payment of Benefits
                              -------------------

     4.1  Time and Method of Payment.  Payment of a Participant's Deferral
          --------------------------
Account shall be made in the form of a single lump sum or shall commence in the
form of installments as elected by the Participant at the time of his initial
Deferral Election.  A Participant may make a one-time election after the
Eligible Employee's initial Deferral Election to change the form of payment
elected by the Participant; provided that such election shall not be effective
unless the election to change the form of payment is received by the Committee
at least one year and one day before the Participant's Distribution Date.
Notwithstanding the foregoing, a Participant who also is a participant in the
REFS Plan (as described in Section 2.2(l)) may make a one-time election pursuant
to the terms of the REFS Plan to transfer all or a portion of his Deferral
Account to the REFS Plan.

     If a Participant's Deferral Account is payable in a single lump sum, the
payment shall be made as of a Valuation Date occurring as soon as possible
following the Participant's Distribution Date, in an amount equal to the value
of the Participant's Deferral Account.

     If a Participant's Deferral Account is payable in the form of installment
payments, then the Participant's Deferral Account shall be paid in substantially
equal installments over a five, ten or fifteen year period (as elected by the
Participant in accordance with this Section 4.1) commencing as soon as practical
after the Participant's Distribution Date.

     Each installment payment shall be computed by dividing the balance of the
Participant's Deferral Account as of the most recent valuation completed prior
to the installment payment date by the number of payments remaining in the
installment period.

     4.2  Payment Upon Disability.  In the event a Participant becomes Disabled
          -----------------------
(as defined below) before his Distribution Date, payment of the Participant's
Deferral Account shall be made or shall commence (in the form of payment elected
by the Participant in accordance

                                      -16-
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with Section 2.2(g) and 4.1) as of a Valuation Date occurring as soon as
practical after the date on which the Committee determines that the Participant
is Disabled.

     For purposes of this Section 4.2, a Participant shall be "Disabled" if he
has a physical or mental condition resulting from a bodily injury, disease, or
mental disorder, which renders the Participant presumably permanently incapable
of performing his normal employment duties.  Such determination shall be made by
the Committee on the basis of such medical and other competent evidence as the
Committee shall deem relevant.

     4.3  Payment Upon Death of a Participant.  Notwithstanding any election by
          -----------------------------------
the Participant regarding the timing and manner of payment of his Deferral
Account, a Participant's Deferral Account shall be paid to the Participant's
Beneficiary (designated in accordance with Section 4.4) in any manner determined
by the Committee in its sole discretion.

     4.4  Beneficiary.  If a Participant is married on the date of his death,
          -----------
then his Beneficiary shall be the Participant's spouse, unless the Participant
(with his spouse's written consent) names a Beneficiary or Beneficiaries (other
than the Participant's spouse) to receive the balance of the Participant's
Deferral Account in the event of the Participant's death prior to the payment of
his entire Deferral Account.  To be effective, any Beneficiary designation shall
be filed in writing with the Committee.  A Participant may revoke an existing
Beneficiary designation by filing another written Beneficiary designation with
the Committee.  The latest Beneficiary designation received by the Committee
shall be controlling.

     If no Beneficiary is named by a Participant or if he survives all of his
named Beneficiaries, the Deferral Account shall be paid in the following order
of precedence:

          (1)  the Participant's spouse;

          (2)  the Participant's children (including adopted children), per
               stirpes; or

          (3)  the Participant's estate.

     In order for a married Participant's Beneficiary designation to be
effective, the Participant's spouse must consent to the Beneficiary designation.
A valid spousal consent:

          (1)  must be in writing acknowledging the effect of the consent;

          (2)  must be witnessed by a notary public;

          (3)  must be effective only for the spouse who executes the consent;
               and

          (4)  must designate a Beneficiary or Beneficiaries who may not be
               changed by the Participant without the spouse's consent, unless
               the Participant names his spouse as his sole Beneficiary or the
               spouse's consent in the first instance expressly permits
               designations by the Participant without any requirement of
               further consent by the spouse.

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     4.5  Form of Payment.  Effective March 1, 1999, if a Participant has
          ---------------
directed the investment of all or a part of his or her Deferral Account into the
Company Stock Fund, then any payments to that Participant from that portion of
his or her Deferral Account will be made in Company Stock.  All other payments
will be made in cash.

     4.6  Unforeseeable Financial Emergency.  If the Committee determines that a
          ---------------------------------
Participant has incurred an Unforeseeable Financial Emergency (as defined
below), the Participant may withdraw the portion of the balance of his or her
Deferral Account that is needed to satisfy the Unforeseeable Financial
Emergency, to the extent that the Unforeseeable Financial Emergency may not be
relieved:

          (1)  through reimbursement or compensation by insurance or otherwise;
               or

          (2)  by liquidation of the Participant's assets, to the extent
               liquidation of those assets would not itself cause severe
               financial hardship.

An "Unforeseeable Financial Emergency" is a severe financial hardship to the
Participant resulting from:

          (1)  a sudden and unexpected illness or accident of the Participant or
               of a dependent of the Participant;

          (2)  loss of the Participant's property due to casualty; or

          (3)  such other similar extraordinary and unforeseeable circumstances
               arising as a result of events beyond the control of the
               Participant as determined by the Committee.

Notwithstanding the foregoing, effective for withdrawals made on or after March
1, 1999, no portion of a Participant's Deferral Account for which the
Participant has directed investment in the Company Stock Fund may be withdrawn
under this Section 4.6 under any circumstances.  A withdrawal on account of an
Unforeseeable Financial Emergency will be paid in cash, as of a Valuation Date
occurring as soon as possible after the date on which the Committee approves the
withdrawal.

If a Participant is entitled to a withdrawal from the Plan on account of an
Unforeseeable Financial Emergency and at the same time is entitled to a
distribution on account of hardship from a 401(k) Plan (as defined in Section
2.2(j)), the Participant must withdraw his or her entire Deferral Account under
the Plan on account of the Unforeseeable Financial Emergency before he or she
may receive any distribution on account of hardship under the 401(k) Plan.

     4.7  Withholding of Taxes.  The Company will withhold any applicable
          --------------------
Federal, state or local income tax from payments due under the Plan.  The
Company will also withhold Social Security taxes, including the Medicare portion
of those taxes, and any other employment taxes necessary to comply with
applicable laws.  To the extent that a Participant's Deferral Account does not
contain sufficient cash to satisfy the applicable taxes, the Company will
liquidate shares of Company Stock held for a Participant who directed the
investment of all or a portion of his or

                                      -18-
<PAGE>

her Deferral Account into the Company Stock Fund and use the obtained funds to
satisfy the taxes.

     4.8  Cashout of Account Balances.  Notwithstanding any election by the
          ---------------------------
Participant regarding the timing and manner of a payment of his Deferral
Account, in the event of a Participant's Termination of Employment, (a) the
Employer may elect to pay the Participant a lump sum distribution of the entire
value of the Participant's Deferral Account if the value is less than one
hundred thousand dollars ($100,000) determined as of the Valuation Date
coinciding with or immediately following the Participant's termination of
employment, and (b) the Compensation Committee may in its sole discretion elect
to pay the Participant a lump sum distribution of the entire value of the
Participant's Deferral Account.


                                   Section 5
                                   ---------
                                 Miscellaneous
                                 -------------

     5.1  Funding.  Benefits payable under the Plan to any Participant shall be
          -------
paid directly by the Participant's Employer (including the Company if the
Participant is employed by the Company).  The Company and the Employers shall
not be required to fund, or otherwise segregate assets to be used for payment of
benefits under the Plan.  While the Company and Employers may, in the discretion
of the Committee, make investments in the mutual funds designated by the
Committee as Investment Funds in amounts equal or unequal to Participants'
investment elections hereunder, the Company and the Employers shall not be under
any obligation to make such investments and any such investment shall remain an
asset of the Company or the Employer subject to the claims of its general
creditors.  Notwithstanding the foregoing, the Company and the Employers, in the
discretion of the Committee, may maintain one or more grantor trusts ("Trust")
to hold assets to be used for payment of benefits under the Plan.  The assets of
the Trust with respect to benefits payable to the employees of each Employer
shall remain the assets of such Employer subject to the claims of its general
creditors.  Any payments by a Trust of benefits provided to a Participant under
the Plan shall be considered payment by the Company or the Employer and shall
discharge the Company or the Employer of any further liability under the Plan
for such payments.

     5.2  Benefit Statements.  As soon as practical after the end of each
          ------------------
calendar year (or after such additional date or dates as the Committee, in its
discretion, may designate), the Committee shall provide each Participant with a
statement of the balance of his Deferral Account hereunder as of the last day of
such calendar year (or as of such other dates as the Committee, in its
discretion may designate).

     5.3  Employment Rights.  Establishment of the Plan shall not be construed
          -----------------
to give any Eligible Employee the right to be retained in the Company's service
or to any benefits not specifically provided by the Plan.

     5.4  Interests Not Transferable.  Except as to withholding of any taxes
          --------------------------
under the laws of the United States or any state or locality and the provisions
of Section 4.4, no benefit payable

                                      -19-
<PAGE>

at any time under the Plan shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, or other legal process, or encumbrance
of any kind. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or thereafter payable,
shall be void. No person shall, in any manner, be liable for or subject to the
debts or liabilities of any person entitled to such benefits. If any person
shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise
encumber his benefits under the Plan, or if by any reason of his bankruptcy or
other event happening at any time, such benefits would devolve upon any other
person or would not be enjoyed by the person entitled thereto under the Plan,
then the Committee, in its discretion, may terminate the interest in any such
benefits of the person entitled thereto under the Plan and hold or apply them
for or to the benefit of such person entitled thereto under the Plan or his
spouse, children or other dependents, or any of them, in such manner as the
Committee may deem proper.

     5.5  Forfeitures and Unclaimed Amounts.  Unclaimed amounts shall consist of
          ---------------------------------
the amounts of the Deferral Account of a Participant that cannot be distributed
because of the Committee's inability, after a reasonable search, to locate a
Participant or his Beneficiary, as applicable, within a period of two (2) years
after the Valuation Date upon which the payment of benefits become due.
Unclaimed amounts shall be forfeited at the end of such two-year period.  These
forfeitures will reduce the obligations of the Company under the Plan.  After an
unclaimed amount has been forfeited, the Participant or Beneficiary, as
applicable, shall have no further right to his Deferral Account.

     5.6  Controlling Law.  The law of Illinois, except its law with respect to
          ---------------
choice of law, shall be controlling in all matters relating to the Plan to the
extent not preempted by ERISA.

     5.7  Gender and Number.  Words in the masculine gender shall include the
          -----------------
feminine, and the plural shall include the singular and the singular shall
include the plural.

     5.8  Action by the Company.  Except as otherwise specifically provided
          ---------------------
herein, any action required of or permitted by the Company under the Plan shall
be by resolution of the Board of Directors of the Company or by action of any
member of the Committee or person(s) authorized by resolution of the Board of
Directors of the Company.

     5.9  Voting Company Stock.  Effective March 1, 1999, any Participant that
          --------------------
has directed or directs the investment of any part of his or her Deferral
Account into the Company Stock Fund will have the right to direct the voting of
shares of Company Stock allocated to his or her Deferral Account.  The
Participant will direct the voting of shares allocated to his or her Deferral
Account according to the procedures and deadlines established by the Committee.


                                   Section 6
                                   ---------
                             Employer Participation
                             ----------------------

     6.1  Adoption of Plan.  Any subsidiary or affiliate of the Company
          ----------------
(including any domestic or foreign entity which is related to the Company by
less than a 50% direct or indirect ownership interest by or in the Company) (an
"Employer") may, with the approval of the Committee and under such terms and
conditions as the Committee may prescribe, adopt the

                                      -20-
<PAGE>

corresponding portions of the Plan by resolution of its board of directors. The
Committee will amend the Plan as necessary or desirable to reflect the adoption
of the Plan by an Employer, and the appearance of an Employer's name in Appendix
A will be conclusive proof that the Committee has approved the Employer's
adoption of the Plan. An adopting Employer has no authority to amend or
terminate the Plan under Section 7.

     6.2  Withdrawal from the Plan by Employer.  Any Employer has the right, at
          ------------------------------------
any time, upon the approval of and under such conditions as may be provided by
the Committee, to withdraw from the Plan by delivering to the Committee written
notice of its election to withdraw.  Upon receipt of such a notice, the
Committee will direct that the portion of the Deferral Account of a Participant
or Beneficiary attributable to amounts deferred while the Participant was an
employee of the withdrawing Employer, plus any net earnings, gains and losses on
those amounts, be distributed from the Trust in cash, and, effective for
distributions made on or after March 1, 1999, to the extent invested in the
Company Stock Fund, in shares of Company Stock.  Distribution under the
preceding sentence will be made at such time or times as the Committee, in its
sole discretion, deems to be in the best interest of the withdrawing Employer's
employees and their Beneficiaries.  To the extent the amounts held in the Trust
for the benefit of its Participants and Beneficiaries are not sufficient to
satisfy the withdrawing Employer's obligation to its Participants and their
Beneficiaries accrued on account of their employment with the withdrawing
Employer, the amount remaining necessary to satisfy the obligation will be an
obligation of the withdrawing Employer, and the Company will have no further
obligation to the withdrawing Employer's Participants and Beneficiaries with
respect to those amounts.


                                   Section 7
                                   ---------
                           Amendment and Termination
                           -------------------------

     The Company intends the Plan to be permanent, but reserves the right at any
time by action of its Board of Directors to modify, amend or terminate the Plan,
provided, however, that any amendment or termination of the Plan shall not
reduce or eliminate any Deferral Account accrued through the date of such
amendment or termination, increased by any income and gain credited to the
Participant's Deferral Account and reduced by any losses, expenses and
distributions charged to the Participant's Deferral Account in accordance with
Section 3.2.

     The Committee shall have the same authority to adopt amendments to the Plan
as the Board of Directors of the Company in the following circumstances:

          (a)  to adopt amendments to the Plan which the Committee determines
               are necessary or desirable for the Plan to comply with or to
               obtain benefits or advantages under the provisions of applicable
               law, regulations or rulings or requirements of the Internal
               Revenue Service or other governmental or administrative agency or
               changes in such law, regulations, rulings or requirements; and

          (b)  to adopt any other procedural or cosmetic amendment that the
               Committee determines to be necessary or desirable that does not
               materially change

                                      -21-
<PAGE>

               benefits to Participants or their Beneficiaries or materially
               increase the Company's or adopting Employers' obligations under
               the Plan.

The Committee shall provide notice of amendments adopted by the Committee to the
Board of Directors of the Company on a timely basis.

     Executed in multiple originals this _______ day of July, 1998.


                                   HELLER FINANCIAL, INC.



                                   By: _________________________
                                   Title: ______________________

                                      -22-
<PAGE>

                                   Appendix A
                                   ----------

                               Adopting Employers
                               ------------------

The affiliates and subsidiaries of the Company listed below have adopted the
Plan for their employees effective as of the dates indicated.

Adopting Employer                                    Effective Date
-----------------                                    --------------

Heller Financial Leasing, Inc.                       January 1, 1999

                                      -23-