EXHIBIT 99.2
                               FIRST AMENDMENT TO
                       TRANS LEASING INTERNATIONAL, INC.
                                  SAVINGS PLAN
             (AS AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 1994)


     WHEREAS, Trans Leasing International, Inc. (the "Company") maintains the
Trans Leasing International, Inc. Savings Plan (As Amended and Restated
Effective as of July 1, 1994) (the "Plan") by and between the Company and
Richard Grossman (the "Trustee") for the benefit of its eligible employees; and

     WHEREAS, the officers of the Company have recommended that the Plan be
amended to include a Company Stock Fund;

     NOW THEREFORE, pursuant to the amending powers reserved to this Company
under Section 7.1 of the Plan, the Plan be, and it hereby is, amended in the
following respects effective as of October 1, 1995:

     1.  By substituting the following for subsection 1.72 of the Plan:

          "'Trustee' or 'Trustees' means (i) the Plan Trustee and (ii) every
          other trustee as may be from time to time appointed to hold and invest
          any portion of the assets of the Plan including, but not limited to,
          the Company Stock Fund described in subsection 3.15(h) pursuant to the
          Trust."

     2.   By substituting the following for subsection 1.73 of the Plan:

          "'Trust Fund' means the assets of the Plan and Trust as they are
          invested pursuant to subsection 3.15."

     3.   By adding the following subsection 3.15(h):

          "(h) Special Company Stock Provisions.  The provisions of this
          subsection 3.15(h) govern the Company Stock Fund.  The Company Stock
          Fund is defined as a fund designed to be invested primarily in common
          stock issued by the Company and which is readily tradable on a
          national securities exchange.  The maximum portion a Participant may
          reallocate into his Company Stock Fund account is 50% of his Account
          balances, determined at the time the amount is transferred to, or
          deposited in, such Company Stock Fund account.  Further, the maximum
          portion a Participant may contribute into his Company Stock Fund
          account is 50% of current Contributions to the Plan in accordance with
          subsection 3.1.  The Company shall have the right to pay from amounts
          transferred to or deposited in the Company's Stock Funds account any
          brokerage fees and expenses associated with such transfer and
          acquisition of Company Stock with such amounts.  Further, 

 
          the Company shall have the right to pay from the Participant's Account
          balance any brokerage fees and expenses associated with the conversion
          of such balance to any other investment option and/or cash.

               Within a reasonable time prior to each annual or special meeting
          of the shareholders of the Company, the Company shall send to each
          Participant a copy of the proxy soliciting material (including an
          annual report) for the meeting, together with a form requesting
          instructions to the Trustee for the Company Stock Fund (the "Company
          Stock Fund Trustee") on how to vote the proportional number of shares
          of Company Stock (and any fractional share thereof) attributable to
          the Participant's interest in the Company Stock fund account.  Upon
          receipt of such instruction, such Trustee shall vote such shares to
          the extent possible to reflect the direction of such Participants and
          shall vote the Company Stock attributable to each Participant's
          interest in the Company Stock fund account for which such Trustee does
          not receive voting instructions in the same proportion as such Trustee
          votes the shares of Company Stock which are attributable to
          Participants' interests in the Company Stock Fund of which such
          Trustee receive voting instructions.  Notwithstanding any provision to
          the contrary, if a tender or exchange offer is made for a majority of
          the outstanding shares of Company Stock, a Participant shall direct
          the Company Stock Fund Trustee as to the disposition of the
          proportional number of shares of Company Stock attributable to his
          interest in the Company Stock fund account.  If a Participant does not
          direct the Company Stock Fund Trustee as to the disposition of the
          Company Stock attributable to his Company Stock fund account within
          the time specified, such Participant shall be deemed to have timely
          instructed the Company Stock Fund Trustee not to tender or exchange
          such shares of Company Stock.

               Additionally, information relating to the purchase, holding and
          sale of Company Stock and the exercise of Shareholder Rights with
          respect to such Company Stock by Participants shall be maintained in
          accordance with procedures designed by the Company Stock Fund Trustee
          to safeguard the confidentiality of such actions by the Participant,
          except to the extent necessary to comply with federal laws or state
          laws.

               The Company reserves the right to file with the Securities
          Exchange Commission (the "SEC") a Registration Statement on Form S-8
          (the "Form S-8") in connection with registration of the shares of
          common stock of the Company and the participation interests to be
          offered and sold to the Plan.

     4.   By adding the following as subsection 5.5(f):

          "(f) With regard to the Company Stock Fund accounts, each Terminated
          Participant or Retired Participant with a Company Stock Fund Account
          (or if applicable, such Participant's Beneficiary) will receive a
          distribution in whole shares of Company Stock with any fractional
          shares paid out in cash."