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                                                                   EXHIBIT 10(a)


                                SECOND AMENDMENT
                            TO HELLER FINANCIAL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
            (As Amended and Restated Effective as of January 1, 2001)


        WHEREAS, pursuant to the terms of the Agreement and Plan of Merger among
Heller Financial, Inc. (the "Company"), General Electric Capital Corporation and
Hawk Acquisition Corp., dated as of July 30, 2001 (the "Merger Agreement"), the
Board of Directors of the Company determined that it was desirable to amend the
Company's Executive Deferred Compensation Plan (As Amended and Restated
Effective as of January 1, 2001) (the "Plan")), as permitted by Section 7 of the
Plan.

        NOW THEREFORE, in exercise of the power delegated to the undersigned
officer by resolution of the Board of Directors in connection with the approval
of the Merger Agreement, the Plan is hereby amended as follows, effective as of
immediately prior to the closing of the tender offer contemplated by the Merger
Agreement:

    1.  The following clause (l) is hereby added after clause (k) in Section
        2.2 of the Plan:

        "(l)   In connection with the transactions contemplated by the Agreement
               and Plan of Merger among Heller Financial, Inc. (the "Company"),
               General Electric Capital Corporation and Hawk Acquisition Corp.,
               dated as of July 30, 2001 (the "Merger Agreement"), a Participant
               may make a one-time election, within 30 days of July 30, 2001, to
               (i) change the method of payment and (ii) change his/her
               Distribution Date, provided that, in no event shall a
               distribution as a result of a Participant's Termination of
               Employment be permitted to commence earlier than the first day of
               the calendar year following the calendar year in which any such
               termination occurs. Any election changes made pursuant to this
               Section 2.2(l) of the Plan will only be effective if the tender
               offer is closed and the Participant is still employed by the
               Company or one of its subsidiaries as of the closing date of the
               tender offer."

    2.  Section 3.2 of the Plan is hereby amended by deleting the last
        paragraph thereof relating to deemed investment elections in the
        Company Stock Fund and adding the following paragraph in its place:

               "Notwithstanding anything contained herein to the contrary, from
        and after the closing of the tender offer contemplated by the Merger
        Agreement, the Company Stock Fund shall cease to exist and consequently
        any limitations or restrictions relating to the transfer or
        diversification of amounts invested in the Company Stock Fund shall
        cease and no longer be applicable."

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                            [signature page follows]



     IN WITNESS WHEREOF, this Second Amendment has been executed as of the 15th
day of August, 2001 by a duly authorized officer of the Company.

                                   HELLER FINANCIAL, INC.



                                   By:_________________________________________
                                   Name:
                                   Title: