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                                                                     EXHIBIT 4.1

                Heller Financial, Inc. Deferral Restoration Plan
                ------------------------------------------------

                          (Effective January 1, 2001)







                                Winston & Strawn

                                    Chicago
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                Heller Financial, Inc. Deferral Restoration Plan
                ------------------------------------------------
                          (Effective January 1, 2001)

                                   ARTICLE I
                                 Introduction
                                 ------------

     1.1.  Plan.  Heller Financial, Inc. (the "Company") hereby establishes the
Heller Financial, Inc. Deferral Restoration Plan (the "Plan"), for the benefit
of eligible employees of the Company and those subsidiaries and affiliates of
the Company which are participating employers.

     1.2.  Effective Date.  The Plan is effective January 1, 2001 (the
"Effective Date"). The Plan's records will be maintained on the basis of a "Plan
Year" that is the same as the calendar year.

     1.3.  Employers.  The Company is one "Employer" under the Plan.  In
addition, each subsidiary or affiliate of the Company that participates in the
Heller Financial, Inc. Savings and Profit Sharing Plan (the "401(k) Plan") will
be an "Employer" under this Plan, from the date that the subsidiary or affiliate
first becomes an employer under the 401(k) Plan until the date the subsidiary or
affiliate ceases to be an employer under the 401(k) Plan. The Company and those
subsidiaries and affiliates that participate in the Plan are sometimes referred
to collectively as the "Employers."

     1.4.  Purpose.  The Plan is intended to supplement the retirement benefits
provided by the 401(k) Plan, by permitting a select group of management or
highly compensated employees to defer amounts they cannot defer under the 401(k)
Plan because of the limitations of Sections 401(a)(17), 401(k)(3), 401(m)(2),
402(g) and 415 of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated under it (the "Code").  By supplementing the retirement
benefits of certain executives in this way, the Employers hope to be more
competitive in attracting and retaining top-quality personnel.  The Plan is also
an integral part of the Company's "total compensation" philosophy.

                                  ARTICLE II
                                  Eligibility
                                  -----------

     2.1.  Eligibility.  Subject to the conditions and limitations of the Plan,
all leadership executives (defined for purposes of the Plan as executives in
salary grades 18 and above) of an Employer will be permitted to participate. In
addition, other executives of an Employer that the Committee (as hereinafter
defined) identifies as eligible will be permitted to participate. Executives who
are permitted to participate are referred to as "Eligible Employees."

     2.2.  Effective Date of Participation; Deferral Agreements.  An Eligible
Employee becomes a "Participant" in the Plan on the date his or her first
election to participate under this Section 2.2 becomes effective. An Eligible
Employee must elect before the beginning of each Plan Year whether to
participate for that Plan Year.  If an Eligible Employee elects to participate
for a given year, the amount credited to him or her under Section 3.1 will be
determined
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according to his or her deferral elections under the 401(k) Plan, and will
begin, end and vary with his or her deferral election under the 401(k) Plan.
Notwithstanding the foregoing, if an individual becomes an Eligible Employee
part-way through a Plan Year, he or she must elect whether or not to participate
for the remainder of the Plan Year within thirty days after he or she becomes an
Eligible Employee, and his or her election to participate in this Plan will
become effective as soon as practicable after it has been properly made.

     2.3.  Inactive Participation.  A Participant becomes an "Inactive
Participant" when he or she ceases to be an Eligible Employee, and continues as
an Inactive Participant until he or she has been paid all amounts allocated to
his or her account under the Plan. An Inactive Participant has all the Plan
rights of other Participants, except the right to receive allocations of
contributions for periods of time after he or she ceased to be an Eligible
Employee. The beneficiary of a deceased Participant will be considered an
Inactive Participant as to any unpaid accounts of the deceased Participant.

                                  ARTICLE III
                                 CONTRIBUTIONS
                                 -------------

     3.1.  Supplemental Pre-tax Salary Deferral Contributions.  Each pay period,
each Participant will be credited with a "Supplemental Pre-tax Salary Deferral
Contribution" equal to the difference, if any, between: (a) the amount that
would have been allocated to him or her for that pay period as a pre-tax salary
deferral under the 401(k) Plan if the limitations of Code Sections 401(a)(17),
401(k)(3), 402(g) and 415 did not exist; and (b) the amount that actually was
allocated to him or her for that pay period as a pre-tax salary deferral under
the 401(k) Plan.  In addition, each Participant in this Plan will be deemed to
have made an irrevocable election to credit to his or her account for any Plan
Year an amount equal to the amount, if any, by which the pre-tax salary
deferrals allocated to him or her under the 401(k) Plan for that Plan Year are
actually reduced in order to ensure that the 401(k) Plan complies with Code
Section 401(k)(3).

     3.2.  Supplemental Matching Contributions.  As of each January 1 and July
1, each Participant will be credited with a "Supplemental Matching Contribution"
equal to the difference, if any, between: (a) the matching contribution that
would have allocated to the Participant under the 401(k) Plan for the six-month
period just ended if Code Sections 401(a)(17), 401(m)(2), and 415 did not exist;
and (b) the matching contribution actually allocated to the Participant under
the 401(k) Plan for the six-month period just ended. In addition, as of the end
of each Plan Year, each Participant will be credited an amount equal to the
amount, if any, by which the matching contributions allocated to him or her
under the 401(k) Plan for that Plan Year are actually reduced in order to ensure
that the 401(k) Plan complies with Code Section 401(m)(2). No Participant will
be entitled to any earnings on any amount allocated under the preceding sentence
for any period of time before the amount is actually allocated.

                                      -2-
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                                  ARTICLE IV
                              Bookkeeping Accounts
                              --------------------

     4.1.  Participant Accounts.  All amounts allocated to a Participant per
Article III will be credited to bookkeeping accounts. The Committee, or its
delegate, will maintain a "Supplemental Pre-tax Salary Deferral Account" and a
"Supplemental Matching Contributions Account" (together, the "Accounts") for
each Participant. Each such account will reflect the allocations credited to the
Participant, together with any deemed interest or income and any deemed
expenses, losses or distributions credited to or charged against the
allocations, in accordance with the deemed investment elections the Participant
makes and any expenses the Committee or its delegate charges to Participants,
per this Article IV. The rules regarding when and how contribution allocations
are credited to Accounts will be the same as the rules regarding allocations of
contributions under the 401(k) Plan.

     4.2.  Accounts Fully Vested.  Each Participant will at all times be fully
vested in his or her Accounts, as subject to adjustment per Section 4.1.

     4.3.  Investment Elections.  The Committee will establish "Investment
Funds," which will be two or more mutual funds or other group investment funds.
In addition, the Committee may establish and 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. Any or all of the Investment
Funds may use a unit valuation method of accounting. The Committee may, in its
sole discretion, from time to designate additional Investment Funds, or
terminate existing Investment Funds.

     At the time he or she begins to participate in the Plan, each Participant
must make an investment election.  The investment election must designate the
portion of the amounts deferred that will be treated as invested in each
available Investment Fund.  All Supplemental Matching Contributions credited
under the Plan will be deemed to be invested in the Company Stock Fund at all
times.

     A Participant's investment election will remain in effect for each
allocation credited after the election is effective, until after the Participant
properly submits a request to make a change in his investment election.  Except
as described below with regard to amounts invested in the Company Stock Fund, a
Participant may change his or her investment election as to amounts allocated
following the change in investment election, as to the investment allocation of
the Participant's existing Accounts, or as to both matters.  Any request to make
a change in investment election must be filed or otherwise submitted to the
party and 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
request to make a change in investment election, will become effective in
accordance with rules established by the Committee and applied uniformly to
similarly situated Participants.

     Notwithstanding any other provision of the Plan, any investment election
made by a Participant that directs investment into the Company Stock Fund will
be irrevocable.  The

                                      -3-
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Company reserves the right to impose blackout periods during which no
contributions or transfers may be made to the Company Stock Fund.

     4.4.  Company Responsibility for Plan Benefits; Funding.  Benefits payable
under the Plan to any Participant will be paid directly by the Company. The
Company may, but is not required to, charge each Participant's Plan benefits
back to the Participant's Employer, or, if the Participant was employed by more
than one Employer during the time he or she was an active Participant, the
Employers who employed the Participant while he or she participated actively in
the Plan. The Company will not be required to fund or otherwise segregate
assets to be used to pay Plan benefits. While the Company may, in the discretion
of the Committee, make investments in the mutual funds designated by the
Committee as Investment Funds, in amounts that may or may not equal
Participants' investment elections under this Plan, it will not be under any
obligation to make those types of investments, and any such investment will
remain an asset of the Company, subject to the claims of the Company's general
creditors. Notwithstanding the foregoing, the Company may, in the discretion of
the Committee, maintain one or more grantor trusts (each a "Trust") to hold
assets to be used to pay Plan benefits. The assets of such a Trust will remain
assets of the Company, subject to the claims of its general creditors. Any
payments from a Trust of Plan benefits will discharge the Company of any further
liability for those benefits.

                                   ARTICLE V
                              Payment of Benefits
                              -------------------

     5.1.  Election of Distribution Date and Form of Payment.  At the time a
Participant first elects to participate actively in the Plan, he or she must
select the date as of which payment of his or her Accounts will begin.  This
date is the Participant's "Distribution Date."  At the same time, the
Participant must elect whether to receive his or her Accounts in one lump sum or
in installments over five, ten or fifteen years.

     The Distribution Date the Participant specifies in his or her initial
election to participate must be:

          (a)  a particular date no earlier than the day after the first
               anniversary of the date the Participant files his or her first
               election to participate in the Plan;

          (b)  the date the Participant terminates employment for any reason
               with his or her Employer and all of its affiliates or a
               particular date coinciding with or next following that date
               (e.g., "January 1 coinciding with or next following my
               termination of employment with my employer and all of its
               affiliates"); or

          (c)  the earlier of (a) and (b).

The period during which an individual is receiving severance pay will not be
considered active employment, and will be considered to be after the
individual's termination of employment.

     A Participant may make a one-time election after his or her initial
election to change the Distribution Date, or the form in which his or her
Accounts will be paid, or both, but the election

                                      -4-
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will be effective only if the Committee or its delegate receives it at least one
year and one day before the Distribution Date originally elected by the
Participant.

     Except as provided in the following sentence, the Distribution Date
election and the election the Participant makes as to the form in which his or
her Accounts are to be paid will apply to all amounts credited to him or her
under the Plan.  If a Participant continues to participate actively in the Plan
after the Distribution Date he or she initially elected, the Participant must
select a new Distribution Date and new form of payment.  The new election will
apply only to amounts deferred by the Participant for calendar years following
the year in which the Participant selects the new Distribution Date, and will be
treated as the Participant's initial election as to those amounts.

     5.2.  Time and Method of Payment.  A Participant's Accounts will be paid in
a single lump sum or installments, as he or she elects per Section 5.1.  If a
Participant's Accounts are payable in a single lump sum, the payment will be
made as soon as possible following the Participant's Distribution Date, in an
amount equal to the value of the Participant's Accounts determined as short a
time as practicable before the Distribution Date.  If the Participant's Accounts
are to be paid in installments, the Accounts will be paid in installments over
the five-, ten- or fifteen-year period he or she elected, with payments
beginning as soon as practicable after the Participant's Distribution Date.
Each installment payment will be computed by dividing the amount determined to
be credited to the Participant's Accounts as short a time as practicable before
the installment payment is due, by the number of payments then remaining in the
installment period.

     5.3.  Payment upon Disability.  If a Participant becomes Disabled (as
defined in the next sentence) before his or her Distribution Date, payment of
his or her Accounts will be made or begin, in the form of payment elected under
Section 5.1, as soon as practicable after the date the Committee determines the
Participant is Disabled. A Participant will be deemed to be "Disabled" if he or
she has a physical or mental condition that results from a bodily injury,
disease, or mental disorder, and that renders him or her incapable, presumably
permanently, of performing his or her normal employment duties. The Committee
will determine, on the basis of the medical and other competent evidence it
deems relevant, whether a Participant is Disabled.

     5.4.  Payment upon Death of A Participant.  If a Participant dies before he
or she has received all or part of his or her Accounts, the amount remaining to
be paid will be paid to the Participant's Beneficiary. Notwithstanding any
election by a Participant regarding the timing and manner of payment of his or
her Accounts, the Committee will determine in its sole discretion how and when
the Participant's Accounts will be paid to his or her Beneficiary.

     5.5.  Beneficiary.  If a Participant is married on the date of his or her
death, then his or her Beneficiary will be his or her spouse. Notwithstanding
the foregoing, the Participant may, with the written consent of his or her
spouse, name someone other than his or her spouse as a Beneficiary or
Beneficiaries. A Beneficiary designation will be effective only if it is filed
with the Committee or other party designated by the Committee, in the form
specified by the Committee. A Participant may revoke an existing Beneficiary
designation by filing another Beneficiary designation with the Committee. The
latest proper Beneficiary designation received by the Committee will control.

                                      -5-
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     If a Participant fails to name a Beneficiary or survives all of his or her
named Beneficiaries, his or her Accounts will be paid to the individual or
individuals named as his or her beneficiary under the 401(k) Plan, or, if the
Participant has not named a beneficiary under the 401(k) Plan, in the following
order of precedence:

          (a)  to the Participant's spouse;

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

          (c)  to the Participant's estate.

     A married Participant may designate someone other than his or her spouse as
Beneficiary of all or part of his or her Accounts only if the spouse validly
consents to the designation.  To be valid, a spousal consent:

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

          (b)  must be witnessed by a notary public;

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

          (d)  must designate a Beneficiary or Beneficiaries who may not be
               changed by the Participant without the spouse's consent, unless
               the Participant names his or her spouse as sole Beneficiary or
               the spouse's consent expressly permits the Participant to make
               further Beneficiary designations without the further consent of
               the Participant's spouse.

     5.6.  Medium of Payment.  Any portion of a Participant's Account that is
deemed to be invested in the Company Stock Fund will be paid in the form of
whole shares of Company Stock, with cash paid for fractional shares of Company
Stock. All other amounts owing under the Plan will be paid in cash.

     5.7.  Unforeseeable Financial Emergency.  If the Committee determines that
a Participant has incurred an Unforeseeable Financial Emergency (as defined
below) it will permit the Participant to receive a portion of the amount
credited to his or her Supplemental Pre-tax Salary Deferral Account equal to the
amount needed to satisfy the Unforeseeable Financial Emergency. A Participant
may take a "withdrawal" under the preceding sentence only to the extent that the
Unforeseeable Financial Emergency cannot be relieved: (a) through reimbursement
or compensation by insurance or otherwise; or (b) by liquidation of the
Participant's assets, to the extent liquidation of those assets would not itself
cause the Participant severe financial hardship.

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

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

                                      -6-
<PAGE>

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

          (c)  other similar extraordinary and unforeseeable circumstances
               arising as a result of events beyond the control of the
               Participant and determined by the Committee to constitute an
               Unforeseeable Financial Emergency.

Notwithstanding the foregoing, no portion of a Participant's Supplemental Pre-
tax Salary Deferral Account that is "invested" in the Company Stock Fund may be
withdrawn under this Section 5.7 under any circumstances.  A withdrawal on
account of an Unforeseeable Financial Emergency will be paid in cash as soon as
possible after the date on which the Committee approves the withdrawal.

     If a Participant meets the conditions necessary to take a withdrawal from
the Plan on account of an Unforeseeable Financial Emergency and at the same time
meets the conditions necessary to take a withdrawal on account of unforeseeable
Financial Emergency under the Heller Financial, Inc. Executive Deferred
Compensation Plan or to take a hardship withdrawal from a 401(k) plan (including
the 401(k) Plan), the Participant must take the maximum amount available on
account of an Unforeseeable Financial Emergency under the Heller Financial, Inc.
Executive Deferred Compensation Plan before his or her application for a
distribution under this Section 5.7 will be considered.  If the Participant then
still meets the conditions necessary to take both a withdrawal from the Plan on
account of an Unforeseeable Financial Emergency and a hardship withdrawal from a
401(k) plan, he or she must take the maximum amount available from this Plan on
account of Unforeseeable Financial Emergency before his or her application for a
hardship distribution from 401(k) plan (including the 401(k) Plan) will be
considered.

     5.8  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 Accounts do not contain sufficient cash
to satisfy the applicable taxes, the Company will liquidate shares of Company
Stock that may be held for a Participant who directed the investment of all or a
portion of his or her Accounts into the Company Stock Fund, and use the funds
obtained to satisfy the taxes.

     5.9  Cashout of Account Balances.  Notwithstanding a Participant's election
regarding the timing and manner of payment of his or her Accounts, if a
Participant terminates employment with his or her Employer and all of its
affiliates, and if the entire value of his or her Accounts is then or later less
than $100,000, the Participant's Employer or the Company may direct that he or
she be paid a lump sum distribution of the entire value of his or her Accounts.
Also notwithstanding a Participant's election regarding the timing and manner of
payment of his or her Accounts, if a Participant terminates employment with his
or her employer and all of its affiliates the Committee may in its sole
discretion direct that the Participant be paid the entire value of his or her
Accounts in one lump sum, regardless of their size.  For purposes of this
Section 5.9, the value of a Participant's Accounts will be determined as of the
date of his or her termination of employment, or as of a date as soon thereafter
as practicable.

                                      -7-
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                                  ARTICLE VI
                              Plan Administration
                              -------------------

     6.1.  Administration by the Committee. The Plan will be administered by a
committee appointed by the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") or, if the Compensation Committee
fails to appoint such a committee, by the Compensation Committee.  If the
Compensation Committee does appoint a committee to administer the Plan, that
committee's members will serve at the pleasure of the Compensation Committee and
may be removed, with or without cause, by the Compensation Committee.  The
committee that administers the Plan is known as the "Committee."  As of the date
of adoption of this Plan, the Compensation Committee had appointed the Company's
Benefits Committee as the Committee.

     6.2.  Powers and Duties of Committee. The Committee will administer the
Plan in accordance with its terms and has all powers necessary to carry out its
provisions. The Committee has the power to interpret the Plan, and will
determine all questions arising in the administration, interpretation, and
application of the Plan, including but not limited to, questions of eligibility
and the status and rights of employees, Participants and other persons.  Any
decision of the Committee regarding the Plan will be final and binding on all
persons.  Benefits under this Plan will be paid only if the Committee or its
representative decides in its discretion that the applicant is entitled to them.
All rules and determinations of the Committee will be uniformly and consistently
applied to all persons in similar circumstances.  To the extent not inconsistent
with this Plan, all provisions set forth in (and promulgated under) the 401(k)
Plan regarding the administrative powers and duties of the Committee, expenses
of administration, and procedures for filing claims, will also apply to this
Plan.

     The Committee may delegate some or all of its authority under the Plan to
one or more officers or directors of the Company, and may delegate
administrative responsibilities to one or more employees of the Company, or to
one or more outside vendors.


                                  ARTICLE VII
                            Amendment or Termination
                            ------------------------

     7.1.  Amendment or Termination.  The Company intends the Plan to be
permanent but reserves the right to modify, amend or terminate it at any time,
by action of the Board of Directors of the Company or of a person or persons
duly authorized by the Board of Directors.

     7.2.  Effect of Amendment or Termination. No amendment or termination of
the Plan will reduce or eliminate any Account accrued through the date of
amendment or termination, as adjusted pursuant to Section 4.1. If and when the
Plan is terminated, the amounts in each Participant's Accounts will be
distributed to him or her or his or her beneficiary, in the manner and at the
time described in Article V. No allocations will be made to any Participant's
Account for any period of time after the Plan is terminated, but the Committee
will continue to credit gains and losses to Participants' Accounts pursuant to
Article IV, until the Accounts have been fully distributed.

                                      -8-
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                                 ARTICLE VIII
                                 Miscellaneous
                                 -------------

     8.1.  Participant's Rights Unsecured.  The Plan will at all times be
unfunded. The right of a Participant or Beneficiary to receive benefits under
this Plan will be an unsecured claim against the general assets of his or her
Employer, and neither the Participant nor any Beneficiary has any rights in or
against any specific assets of the Employers.

     8.2.  Benefit Statements.  The Committee or its delegate will provide each
Participant and Beneficiary with a statement of the amounts credited to him or
her under the Plan at the same time and in the same manner as the Participant or
Beneficiary is provided with a statement of his or her Accounts under the 401(k)
Plan.

     8.3.  Employment Rights.  The establishment and maintenance of the Plan
must not be construed to give any Eligible Employee the right to be retained in
any Employer's service, or to any benefits not specifically provided by the
Plan.

     8.4.  Interests Not Transferable.  Except as to withholding of any taxes
under the laws of the United States or any state or locality and as to a
Participant's ability to name a Beneficiary, no benefit payable at any time
under the Plan will 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 Plan benefits, whether then or later payable, will be void. No
person will in any manner be liable for or subject to the debts or liabilities
of any person entitled to those benefits. If any person attempts to, or does,
alienate, sell, transfer, assign, pledge or otherwise encumber his or her
benefits under the Plan, or if by any reason of his or her bankruptcy or other
event's happening at any time, his or her benefits would devolve upon any other
person or would not be enjoyed by the person entitled to them under the Plan,
then the Committee, in its discretion, may terminate the interest in those
benefits of the person entitled to them under the Plan and hold or apply them
for or to the benefit of the person entitled to them under the Plan or to his or
her spouse, children or other dependents, or any of them, in whatever manner the
Committee deems proper.

     8.5.  Controlling Law.  To the extent it is not preempted by the Employee
Retirement Income Security Act of 1974, as amended, the law of Illinois (other
than its choice of law provisions) will control in all matters relating to the
Plan.

     8.6.  Incapacity.  If any person entitled to benefits under the Plan is
deemed to be incapable of personally receiving and giving a valid receipt for
payment of the benefits, then, unless and until a duly appointed guardian or
other legal representative of the person makes a claim for the benefits, the
Committee or its delegate may pay all or part of the amount due to any other
person or institution then contributing toward or providing for the care and
maintenance of the person. A payment made under the previous sentence will
completely discharge any liability of the Committee or the Employers relating to
make the payment under the Plan.

     8.7.  Successors.  The Plan will be binding upon the successors to the
Company and the Employers.

                                      -9-
<PAGE>

     8.8.  Unclaimed Benefit.  If the Committee or its designee is unable to
distribute any part of a Participant's Accounts because it cannot, despite
conducting a reasonable search, locate the Participant or his Beneficiary within
two years after the date a Plan payment becomes due, the Accounts will be deemed
an "unclaimed amount."  Unclaimed amounts will be forfeited, and any forfeiture
will reduce the obligations of the Employers under the Plan.  After an unclaimed
amount has been forfeited, the Participant or Beneficiary, as applicable, will
have no further right to his or her Accounts.

     8.9.  Limitations on Liability.  Notwithstanding any other provision of the
Plan, neither the Committee, the Employers, nor any individual acting as an
employee or agent of the Committee or an Employer, will be liable to any
Participant, former Participant, Beneficiary or other person for any claim,
loss, liability or expense incurred in connection with the Plan.

     8.10.  Claims Procedure.  A claim for a Plan benefit shall be deemed filed
when a written communication is made by a Participant or Beneficiary, or the
authorized representative of either, which is reasonably calculated to bring the
claim to the attention of the Committee.  If a claim is wholly or partly denied,
notice of the denial will be furnished to the claimant in writing within 90 days
after the Committee receives the claim.  The notice will set forth, in a manner
calculated to be understood by the claimant: (a) the specific reason or reasons
for the denial; (b) specific reference to pertinent Plan provisions on which the
denial is based; (c) a description of any additional material or information
necessary to perfect the claim and an explanation of why that material or
information is necessary; and (d) an explanation of the Plan's claims review
procedure.  If no such notice is furnished to the claimant within 90 days after
the Committee receives the claim, the claim will be deemed to have been wholly
denied.

     Within 90 days after receiving the notice of denial, a claimant may appeal
the denial to the Committee for a full and fair review.  A request for review
will be deemed filed as of the date the Committee receives it.  The claimant or
his or her authorized representative will have the right to review all pertinent
documents, may submit issues and comments in writing and may do any other
appropriate things the Committee allows. The Committee will make its decision on
review no later than 60 days after it receives the request for review, unless
special circumstances require an extension of time, in which case the Committee
will render its decision no later than 120 days after it receives the request
for review.  The decision on review will be final and binding on the claimant.

     8.11.  Gender and Number.  Words in the masculine gender include the
feminine, words in the plural include the singular, and words in the singular
include the plural, unless the context requires otherwise. Headings are included
for reference only, and are not to be construed so as to alter the terms of this
Plan.

     8.12.  Indemnification.  The Company and each Employer indemnify and hold
harmless each member of the Committee, or any employee of the Company or an
Employer, or any individual acting as an employee or agent of either of them (to
the extent not indemnified or saved harmless under any liability insurance or
any other indemnification arrangement) from any and all claims, losses,
liabilities, costs and expenses (including attorneys' fees) arising out of any
actual or alleged act or failure to act made in good faith pursuant to the
provisions of the Plan or the Trust, including expenses reasonably incurred in
the defense of any claim relating thereto

                                      -10-
<PAGE>

with respect to administration of the Plan or the Trust, except that no
indemnification or defense will be provided to any person as to any conduct that
has been judicially determined, or agreed by the parties, to have constituted
willful misconduct on the part of that person, or to have resulted in his or her
receipt of personal profit or advantage to which he or she is not entitled.

     8.13.  Action by the Company.  Except as otherwise specifically provided in
this document, any action required of or permitted to be taken by the Company
under the Plan must be taken by resolution of the Board of Directors of the
Company, by action of the Committee or of a member of the Committee, or by a
person or persons or committee authorized by resolution of the Board of
Directors of the Company or the Committee.

     8.14.  Voting Company Stock.  Any Participant that has directed or directs
the deemed investment of any part of his or her Accounts into the Company Stock
Fund will have the right to direct the voting of shares of Company Stock
allocated to his or her Accounts, according to the procedures and deadlines
established by the Committee or its delegate.

     Executed in multiple originals this 29th day of November, 2000.


                                      Heller Financial, Inc.


                                          /s/ Nina Eidell
                                      By:_________________________________
                                      Title: Vice President
                                             and Chief Human
                                             Resources
                                             Officer

                                      -11-