8-K

 1



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                                       


                            FORM 8-K

             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  July 9, 1996
                                                   ------------


                  HOUSEHOLD INTERNATIONAL, INC.
                  -----------------------------
     (Exact name of registrant as specified in its charter)


                            DELAWARE
                            --------
         (State or other jurisdiction of incorporation)


         1-8198                              36-3121988
   ----------------------                -------------------
   Commission File Number                  (IRS Employer
                                         Identification No.)


    2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS                           60070
- --------------------------                        ----------
(Address of principal executive offices)          (Zip Code)


                         (708) 564-5000
                  -----------------------------
                  Registrant's Telephone Number





 2

Item 5.  Other Events.

     On July 9, 1996, the Board of Directors of Household
International, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company.  The dividend is payable on July 29,
1996 (the "Record Date") to the stockholders of record on that
date.  Each Right entitles the registered holder to purchase from
the Company one thousandth of a share of Series A Junior
Participating Preferred Stock, without par value (the "Preferred
Shares"), of the Company at a price of $300.00 per one thousandth
of a Preferred Share (the "Purchase Price"), subject to
adjustment.  The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company
and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent").

     Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired ben-
eficial ownership of 15% or more of the outstanding Common Shares
or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
15% or more of the outstanding Common Shares (the earlier of such
dates being the "Distribution Date"), the Rights will be evi-
denced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share cer-
tificate with a copy of this Summary of Rights attached thereto.

     The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares.  Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common
Shares will contain a notation incorporating the Rights Agreement
by reference.  Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate.  As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution
Date.  The Rights will expire on July 31, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.

     The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market price
of the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to
above).


 3

     The number of outstanding Rights and the number of one
thousandths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

     Preferred Shares purchasable upon exercise of the Rights
will not be redeemable.  Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per Common Share.  In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $1,000 per share but will be
entitled to an aggregate payment of 1,000 times the payment made
per Common Share.  Each Preferred Share will have 1,000 votes,
voting together with the Common Shares.  Finally, in the event of
any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to
receive 1,000 times the amount received per Common Share.  These
rights are protected by customary anti-dilution provisions.

     Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one thousandth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.

     In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the right
to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.  In
the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times
the exercise price of the Right.

     At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one Common Share, or
one thousandth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one thousandth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last
trading day prior to the date of exercise.

     At any time prior to the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of 15%
or more of the outstanding Common Shares, the Board of Directors
of the Company may redeem the Rights, in whole but not in part, at
a price of $.01 per Right (the "Redemption Price").  The
redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors, in its
sole discretion, may establish.  Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.


 4

     The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of 
 .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the
Rights.

     Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.

     A copy of the Rights Agreement has been filed as an
Exhibit hereto.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated
herein by reference.


Item 7.  Financial Statements and Exhibits

         (a)  Financial statements of businesses acquired.

              Not applicable.

         (b)  Pro forma financial information.

              Not applicable.

         (c)Exhibits.

         No.     Exhibit
         -----   -------
         99.1.   Rights Agreement, dated as of July 9, 1996,
                 between Household International, Inc. and Harris
                 Trust and Savings Bank.

         99.2.   Press Release, dated July 9, 1996.


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                            SIGNATURE
                            ---------



     Pursuant to the requirements of Section 12 of the 
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              HOUSEHOLD INTERNATIONAL, INC.
                              -----------------------------


                              By: /s/ Paul R. Shay
                                 --------------------------   
                                 Name:  Paul R. Shay
                                 Title: Secretary
                                   



Dated:    July 9, 1996
          ------------


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                          EXHIBIT LIST
                          ------------

                                                      Page No.

99.1   Rights Agreement, dated as of July 9, 1996,
       between Household International, Inc. and
       Harris Trust and Savings Bank.

99.2   Press Release, dated July 9, 1996.

EX-99

 1
                                              Exhibit 99.1








- ------------------------------------------------------------




                  HOUSEHOLD INTERNATIONAL, INC.


                               and


                 HARRIS TRUST AND SAVINGS BANK,

                          Rights Agent


                        Rights Agreement

                    Dated as of July 9, 1996


____________________________________________________________

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                     TABLE OF CONTENTS


                                                        Page


Section 1.  Certain Definitions                          1

Section 2.  Appointment of Rights Agent                  8

Section 3.  Issue of Right Certificates                  8

Section 4.  Form of Right Certificates                  12

Section 5.  Countersignature and Registration           13

Section 6.  Transfer, Split Up, Combination and
              Exchange of Right Certificates;
              Mutilated, Destroyed, Lost or
              Stolen Right Certificates                 14

Section 7.  Exercise of Rights; Purchase Price;
              Expiration Date of Rights                 15

Section 8.  Cancellation and Destruction of
              Right Certificates                        18

Section 9.  Availability of Preferred Shares            18

Section 10. Preferred Shares Record Date                20

Section 11. Adjustment of Purchase Price, Number of
              Shares or Number of Rights                20

Section 12. Certificate of Adjusted Purchase Price
              or Number of Shares                       35

Section 13. Consolidation, Merger or Sale or Transfer
              of Assets or Earning Power                35

Section 14. Fractional Rights and Fractional Shares     38

Section 15. Rights of Action                            40

Section 16. Agreement of Right Holders                  41

Section 17. Right Certificate Holder Not Deemed a
              Stockholder                               42

 Section 18. Concerning the Rights Agent                43

Section 19. Merger or Consolidation or Change of
              Name of Rights Agent                      44

Section 20. Duties of Rights Agent                      45

Section 21. Change of Rights Agent                      49

Section 22. Issuance of New Right Certificates          51

Section 23. Redemption                                  52

Section 24. Exchange                                    53

Section 25. Notice of Certain Events                    56

Section 26. Notices                                     58

Section 27. Supplements and Amendments                  59

Section 28. Successors                                  60

Section 29. Benefits of this Agreement                  60

Section 30. Severability                                60

Section 31. Governing Law                               61


 3

Section 32. Counterparts                                61

Section 33. Descriptive Headings                        62

Signatures                                              62



Exhibit A - Form of Certificate of Designations

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred
            Shares

 4

          Agreement, dated as of July 9, 1996, between Household
International, Inc., a Delaware corporation (the "Company"),
and Harris Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent").

          The Board of Directors of the Company has autho-
rized and declared a dividend of one preferred share purchase
right (a "Right") for each Common Share of the Company out-
standing on July 29, 1996 (the "Record Date"), each Right
representing the right to purchase one thousandth of a Pre-
ferred Share, upon the terms and subject to the conditions
herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the ear-
liest of the Distribution Date, the Redemption Date and the
Final Expiration Date.

          Accordingly, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby
agree as follows:

          Section 1.  Certain Definitions.  For purposes of
this Agreement, the following terms have the meanings indi-
cated:

          (a)  "Acquiring Person" shall mean any Person who
or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the 
Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any em-
ployee benefit plan of the Company or any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan.  Notwithstanding the forego-
ing, no Person shall become an "Acquiring Person" as the re-
sult of an acquisition of Common Shares by the Company which,
by reducing the number of shares outstanding, increases the
proportionate number of shares Beneficially Owned by such
Person to 15% or more of the Common Shares of the Company
then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share pur-
chases by the Company, become the Beneficial Owner of any
additional Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person."  Notwithstanding
the foregoing, if the Board of Directors of the Company de-
termines in good faith that a Person who would otherwise be
an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvert-
ently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would
no longer be an "Acquiring Person," as defined pursuant to
the foregoing provisions of this paragraph (a), then such 
Person shall not be deemed to be an "Acquiring Person" for
any purposes of this Agreement.

          (b)  "Affiliate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on the date of this
Agreement.

          (c)  "Associate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on the date of this
Agreement.

          (d)  A Person shall be deemed the "Beneficial
Owner" of and shall be deemed to "Beneficially Own" any secu-
rities:

       (i)     which such Person or any of such Person's Af-
     filiates or Associates beneficially owns, directly or
     indirectly;

      (ii)     which such Person or any of such Person's Af-
     filiates or Associates has (A) the right to acquire
     (whether such right is exercisable immediately or only
     after the passage of time) pursuant to any agreement,
 5

     arrangement or understanding (other than customary
     agreements with and between underwriters and selling
     group members with respect to a bona fide public offer-
     ing of securities), or upon the exercise of conversion 
     rights, exchange rights, rights (other than these
     Rights), warrants or options, or otherwise; provided,
     however, that a Person shall not be deemed the Benefi-
     cial Owner of, or to Beneficially Own, securities ten-
     dered pursuant to a tender or exchange offer made by or
     on behalf of such Person or any of such Person's Af-
     filiates or Associates until such tendered securities
     are accepted for purchase or exchange; or (B) the right
     to vote pursuant to any agreement, arrangement or under-
     standing; provided, however, that a Person shall not be
     deemed the Beneficial Owner of, or to Beneficially Own,
     any security if the agreement, arrangement or under-
     standing to vote such security (1) arises solely from a
     revocable proxy or consent given to such Person in re-
     sponse to a public proxy or consent solicitation made
     pursuant to, and in accordance with, the applicable
     rules and regulations promulgated under the Exchange Act
     and (2) is not also then reportable on Schedule 13D un-
     der the Exchange Act (or any comparable or successor
     report); or

     (iii)     which are beneficially owned, directly or in-
     directly, by any other Person with which such Person or
     any of such Person's Affiliates or Associates has any
     agreement, arrangement or understanding (other than cus-
     tomary agreements with and between underwriters and
     selling group members with respect to a bona fide public 
     offering of securities) for the purpose of acquiring,
     holding, voting (except to the extent contemplated by
     the proviso to Section 1(d)(ii)(B)) or disposing of any
     securities of the Company.

          Notwithstanding anything in this definition of Ben-
eficial Ownership to the contrary, the phrase "then outstand-
ing," when used with reference to a Person's Beneficial Own-
ership of securities of the Company, shall mean the number of
such securities then issued and outstanding together with the
number of such securities not then actually issued and out-
standing which such Person would be deemed to Beneficially
Own hereunder.

          (e)  "Business Day" shall mean any day other than
a Saturday, a Sunday, or a day on which banking institutions
in Illinois are authorized or obligated by law or executive
order to close.

          (f)  "Close of Business" on any given date shall
mean 5:00 P.M., Chicago, Illinois time, on such date; pro-
vided, however, that, if such date is not a Business Day, it
shall mean 5:00 P.M., Chicago, Illinois time, on the next
succeeding Business Day.

          (g)  "Common Shares" when used with reference to
the Company shall mean the shares of common stock, par value
$1.00 per share, of the Company.  "Common Shares" when used 
with reference to any Person other than the Company shall
mean the capital stock (or equity interest) with the greatest
voting power of such other Person or, if such other Person is
a Subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.

          (h)  "Company" shall have the meaning set forth in
the preamble hereof.

          (i)  "current per share market price" shall have
the meaning set forth in Section 11(d) hereof.

          (j)  "Distribution Date" shall have the meaning set
forth in Section 3(a) hereof.

          (k)  "equivalent preferred shares" shall have the
meaning set forth in Section 11(b) hereof.


 6

          (l)  "Exchange Act" shall mean the Securities Ex-
change Act of 1934, as amended.

          (m)  "Exchange Ratio" shall have the meaning set
forth in Section 24(a) hereof.

          (n)  "Final Expiration Date" shall have the meaning
set forth in Section 7(a) hereof.

          (o)  "NASDAQ" shall mean the National Association
of Securities Dealers, Inc. Automated Quotations System.

          (p)  "Person" shall mean any individual, firm, cor-
poration or other entity, and shall include any successor (by
merger or otherwise) of such entity.

          (q)  "Preferred Shares" shall mean shares of Series
A Junior Participating Preferred Stock, without par value, of
the Company having the rights and preferences set forth in
the Form of Certificate of Designations attached to this
Agreement as Exhibit A.

          (r)  "Purchase Price" shall have the meaning set
forth in Section 7(b) hereof.

          (s)  "Record Date" shall have the meaning set forth
in the second paragraph hereof.

          (t)  "Redemption Date" shall have the meaning set
forth in Section 7(a) hereof.

          (u)  "Redemption Price" shall have the meaning set
forth in Section 23(a) hereof.

          (v)  "Right" shall have the meaning set forth in
the second paragraph hereof.

          (w)  "Right Certificate" shall have the meaning set
forth in Section 3(a) hereof.

          (x)  "Rights Agent" shall have the meaning set
forth in the preamble hereof.
 
          (y)  "Security" shall have the meaning set forth in
Section 11(d)(i) hereof.

          (z)  "Shares Acquisition Date" shall mean the first
date of public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.

          (aa)  "Subsidiary" of any Person shall mean any
corporation or other entity of which a majority of the voting
power of the voting equity securities or equity interest is
owned, directly or indirectly, by such Person.

          (ab)  "Summary of Rights" shall have the meaning
set forth in Section 3(b) hereof.

          (ac)  "Trading Day" shall have the meaning set
forth in Section 11(d)(i) hereof.

          Section 2.  Appointment of Rights Agent.  The Com-
pany hereby appoints the Rights Agent to act as agent for the
Company and the holders of the Rights (who, in accordance
with Section 3 hereof, shall, prior to the Distribution Date,
also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company may from time to time
appoint such co-Rights Agents as it may deem necessary or
desirable.

          Section 3.  Issue of Right Certificates.  (a)  Un-
til the earlier of (i) the tenth day after the Shares Acqui-
sition Date or (ii) the tenth Business Day (or such later
date as may be determined by action of the Board of Directors
of the Company prior to such time as any Person becomes an

 7

Acquiring Person) after the date of the commencement by any
Person (other than the Company, any Subsidiary of the Com-
pany, any employee benefit plan of the Company or of any Sub-
sidiary of the Company or any entity holding Common Shares
for or pursuant to the terms of any such plan) of, or of the
first public announcement of the intention of any Person
(other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of
the Company or any entity holding Common Shares for or pursu-
ant to the terms of any such plan) to commence, a tender or
exchange offer the consummation of which would result in any
Person becoming the Beneficial Owner of Common Shares ag-
gregating 15% or more of the then outstanding Common Shares
(including any such date which is after the date of this
Agreement and prior to the issuance of the Rights; the ear-
lier of such dates being herein referred to as the "Distribu-
tion Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for
Common Shares registered in the names of the holders thereof
(which certificates shall also be deemed to be Right Certifi-
cates) and not by separate Right Certificates, and (y) the 
right to receive Right Certificates will be transferable only
in connection with the transfer of Common Shares.  As soon as
practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign, and
the Company will send or cause to be sent (and the Rights
Agent will, if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Shares
as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company,
a Right Certificate, in substantially the form of Exhibit B
hereto (a "Right Certificate"), evidencing one Right for each
Common Share so held.  As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.

          (b)  On the Record Date, or as soon as practicable
thereafter, the Company will send a copy of a Summary of
Rights to Purchase Preferred Shares, in substantially the
form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Record Date,
at the address of such holder shown on the records of the
Company.  With respect to certificates for Common Shares out-
standing as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates registered
in the names of the holders thereof together with a copy of
the Summary of Rights attached thereto.  Until the Distribu-
tion Date (or the earlier of the Redemption Date or the Final 
Expiration Date), the surrender for transfer of any certifi-
cate for Common Shares outstanding on the Record Date, with
or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.

          (c)  Certificates for Common Shares which become
outstanding (including, without limitation, reacquired Common
Shares referred to in the last sentence of this paragraph
(c)) after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expira-
tion Date shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:

     This certificate also evidences and entitles the holder
     hereof to certain rights as set forth in a Rights Agree-
     ment between Household International, Inc. and Harris
     Trust and Savings Bank, dated as of July 9, 1996 (the
     "Rights Agreement"), the terms of which are hereby in-
     corporated herein by reference and a copy of which is on
     file at the principal executive offices of Household
     International, Inc.  Under certain circumstances, as set
     forth in the Rights Agreement, such Rights will be evi-
     denced by separate certificates and will no longer be
     evidenced by this certificate.  Household International,
     Inc. will mail to the holder of this certificate a copy
     of the Rights Agreement without charge after receipt of

 8

     a written request therefor by first-class post.  Under
     certain circumstances, as set forth in the Rights Agree-
     ment, Rights issued to any Person who becomes an Acquir-
     ing Person (as defined in the Rights Agreement) may be-
     come null and void.

With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated
with the Common Shares represented by such certificates shall 
be evidenced by such certificates alone, and the surrender
for transfer of any such certificate shall also constitute
the transfer of the Rights associated with the Common Shares
represented thereby.  In the event that the Company purchases
or acquires any Common Shares after the Record Date but prior
to the Distribution Date, any Rights associated with such
Common Shares shall be deemed cancelled and retired so that
the Company shall not be entitled to exercise any Rights as-
sociated with the Common Shares which are no longer outstand-
ing.

          Section 4.  Form of Right Certificates.  The Right
Certificates (and the forms of election to purchase Preferred
Shares and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit B hereto
and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regula-
tion made pursuant thereto or with any rule or regulation of
any stock exchange or automated quotation system on which the
Rights may from time to time be listed, or to conform to us-
age.  Subject to the provisions of Section 22 hereof, the
Right Certificates shall entitle the holders thereof to pur-
chase such number of one thousandths of a Preferred Share as
shall be set forth therein at the price per one thousandth of 
a Preferred Share set forth therein, but the number of such
one thousandths of a Preferred Share and the Purchase Price
shall be subject to adjustment as provided herein.

          Section 5.  Countersignature and Registration.  The
Right Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its Chief Executive Officer,
its President, any of its Vice Presidents, its Chief Finan-
cial Officer or its Treasurer, either manually or by fac-
simile signature, shall have affixed thereto the Company's
seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Right Certificates
shall be manually countersigned by the Rights Agent and shall
not be valid for any purpose unless countersigned.  In case
any officer of the Company who shall have signed any of the
Right Certificates shall cease to be such officer of the Com-
pany before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates, never-
theless, may be countersigned by the Rights Agent and issued
and delivered by the Company with the same force and effect
as though the Person who signed such Right Certificates had
not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any
Person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign 
such Right Certificate, although at the date of the execution
of this Agreement any such Person was not such an officer.

          Following the Distribution Date, the Rights Agent
will keep or cause to be kept, at its principal office, books
for registration and transfer of the Right Certificates is-
sued hereunder.  Such books shall show the names and ad-
dresses of the respective holders of the Right Certificates,
the number of Rights evidenced on its face by each of the
Right Certificates and the date of each of the Right Certifi-
cates.

          Section 6.  Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates.  Subject to the provisions of Sec-
tion 14 hereof, at any time after the Close of Business on
 9

the Distribution Date, and at or prior to the Close of Busi-
ness on the earlier of the Redemption Date or the Final Expi-
ration Date, any Right Certificate or Right Certificates
(other than Right Certificates representing Rights that have
become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be trans-
ferred, split up, combined or exchanged for another Right
Certificate or Right Certificates entitling the registered
holder to purchase a like number of one thousandths of a Pre-
ferred Share as the Right Certificate or Right Certificates 
surrendered then entitled such holder to purchase.  Any reg-
istered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certifi-
cates to be transferred, split up, combined or exchanged at
the principal office of the Rights Agent.  Thereupon the
Rights Agent shall countersign and deliver to the Person en-
titled thereto a Right Certificate or Right Certificates, as
the case may be, as so requested.  The Company may require
payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.

          Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them, and, at the Company's re-
quest, reimbursement to the Company and the Rights Agent of
all reasonable expenses incidental thereto, and upon sur-
render to the Rights Agent and cancellation of the Right Cer-
tificate if mutilated, the Company will make and deliver a
new Right Certificate of like tenor to the Rights Agent for
delivery to the registered holder in lieu of the Right Cer-
tificate so lost, stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights; Purchase Price;
Expiration Date of Rights.  (a)  The registered holder of any
Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein), in whole or in part,
at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on
the reverse side thereof duly executed, to the Rights Agent
at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one thousandth of a
Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on July
31, 2006 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date") or (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof.

          (b)  The Purchase Price (the "Purchase Price") for
each one thousandth of a Preferred Share purchasable pursuant
to the exercise of a Right shall initially be $300.00, and
shall be subject to adjustment from time to time as provided
in Section 11 or 13 hereof and shall be payable in lawful
money of the United States of America in accordance with
paragraph (c) below.

          (c)  Upon receipt of a Right Certificate represent-
ing exercisable Rights, with the form of election to purchase
duly executed, accompanied by payment of the Purchase Price 
for the shares to be purchased and an amount equal to any
applicable transfer tax required to be paid by the holder of
such Right Certificate in accordance with Section 9 hereof by
certified check, cashier's check or money order payable to
the order of the Company, the Rights Agent shall thereupon
promptly (i) (A) requisition from any transfer agent of the
Preferred Shares certificates for the number of Preferred
Shares to be purchased and the Company hereby irrevocably
authorizes any such transfer agent to comply with all such
requests, or (B) requisition from the depositary agent de-
positary receipts representing such number of one thousandths
of a Preferred Share as are to be purchased (in which case

 10

certificates for the Preferred Shares represented by such
receipts shall be deposited by the transfer agent of the Pre-
ferred Shares with the depositary agent) and the Company
hereby directs such depositary agent to comply with such re-
quest; (ii) when appropriate, requisition from the Company
the amount of cash to be paid in lieu of issuance of frac-
tional shares in accordance with Section 14 hereof; (iii)
after receipt of such certificates or depositary receipts,
cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder; and
(iv) when appropriate, after receipt, deliver such cash to or
upon the order of the registered holder of such Right Cer-
tificate.
 
          (d)  In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the
Rights Agent to the registered holder of such Right Certifi-
cate or to his duly authorized assigns, subject to the provi-
sions of Section 14 hereof.

          Section 8.  Cancellation and Destruction of Right
Certificates.  All Right Certificates surrendered for the
purpose of exercise, transfer, split up, combination or ex-
change shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or
in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Right Certificates shall be
issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement.  The Company shall de-
liver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other
Right Certificate purchased or acquired by the Company other-
wise than upon the exercise thereof.  The Rights Agent shall
deliver all cancelled Right Certificates to the Company, or
shall, at the written request of the Company, destroy such
cancelled Right Certificates, and, in such case, shall de-
liver a certificate of destruction thereof to the Company.

          Section 9.  Availability of Preferred Shares.  The
Company covenants and agrees that it will cause to be re-
served and kept available out of its authorized and unissued
Preferred Shares or any Preferred Shares held in its trea-
sury, the number of Preferred Shares that will be sufficient
to permit the exercise in full of all outstanding Rights in
accordance with Section 7.  The Company covenants and agrees
that it will take all such action as may be necessary to en-
sure that all Preferred Shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for
such Preferred Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully
paid and nonassessable shares.

          The Company further covenants and agrees that it
will pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of
the issuance or delivery of the Right Certificates or of any
Preferred Shares upon the exercise of Rights.  The Company
shall not, however, be required to pay any transfer tax which
may be payable in respect of any transfer or delivery of
Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Pre-
ferred Shares in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered
for exercise or to issue or to deliver any certificates or
depositary receipts for Preferred Shares upon the exercise of 
any Rights until any such tax shall have been paid (any such
tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to
the Company's reasonable satisfaction that no such tax is
due.

          Section 10.  Preferred Shares Record Date.  Each
Person in whose name any certificate for Preferred Shares is
issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Preferred
 11

Shares represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing
such Rights was duly surrendered and payment of the Purchase
Price (and any applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a
date upon which the Preferred Shares transfer books of the
Company are closed, such Person shall be deemed to have be-
come the record holder of such shares on, and such certifi-
cate shall be dated, the next succeeding Business Day on
which the Preferred Shares transfer books of the Company are
open.  Prior to the exercise of the Rights evidenced thereby,
the holder of a Right Certificate shall not be entitled to
any rights of a holder of Preferred Shares for which the
Rights shall be exercisable, including, without limitation,
the right to vote, to receive dividends or other distribu-
tions or to exercise any preemptive rights, and shall not be 
entitled to receive any notice of any proceedings of the Com-
pany, except as provided herein.

          Section 11.  Adjustment of Purchase Price, Number
of Shares or Number of Rights.  The Purchase Price, the num-
ber of Preferred Shares covered by each Right and the number
of Rights outstanding are subject to adjustment from time to
time as provided in this Section 11.

          (a)  (i)  In the event the Company shall at any
time after the date of this Agreement (A) declare a dividend
on the Preferred Shares payable in Preferred Shares, (B) sub-
divide the outstanding Preferred Shares, (C) combine the out-
standing Preferred Shares into a smaller number of Preferred
Shares or (D) issue any shares of its capital stock in a re-
classification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger
in which the Company is the continuing or surviving corpora-
tion), except as otherwise provided in this Section 11(a),
the Purchase Price in effect at the time of the record date
for such dividend or of the effective date of such subdivi-
sion, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date, shall
be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which,
if such Right had been exercised immediately prior to such 
date and at a time when the Preferred Shares transfer books
of the Company were open, he would have owned upon such exer-
cise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, how-
ever, that in no event shall the consideration to be paid
upon the exercise of one Right be less than the aggregate par
value of the shares of capital stock of the Company issuable
upon exercise of one Right.

      (ii)     Subject to Section 24 of this Agreement, in
the event any Person becomes an Acquiring Person, each holder
of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Pur-
chase Price multiplied by the number of one thousandths of a
Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of the Company
as shall equal the result obtained by (A) multiplying the
then current Purchase Price by the number of one thousandths
of a Preferred Share for which a Right is then exercisable
and dividing that product by (B) 50% of the then current per
share market price of the Company's Common Shares (determined
pursuant to Section 11(d) hereof) on the date of the occur-
rence of such event.  In the event that any Person shall be-
come an Acquiring Person and the Rights shall then be out-
standing, the Company shall not take any action which would 
eliminate or diminish the benefits intended to be afforded by
the Rights.

          From and after the occurrence of such event, any
Rights that are or were acquired or Beneficially Owned by any
Acquiring Person (or any Associate or Affiliate of such Ac-
quiring Person) shall be void and any holder of such Rights
shall thereafter have no right to exercise such Rights under
any provision of this Agreement.  No Right Certificate shall
 12

be issued pursuant to Section 3 that represents Rights Ben-
eficially Owned by an Acquiring Person whose Rights would be
void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at
any time upon the transfer of any Rights to an Acquiring Per-
son whose Rights would be void pursuant to the preceding sen-
tence or any Associate or Affiliate thereof or to any nominee
of such Acquiring Person, Associate or Affiliate; and any
Right Certificate delivered to the Rights Agent for transfer
to an Acquiring Person whose Rights would be void pursuant to
the preceding sentence shall be cancelled.

     (iii)     In the event that there shall not be suf-
ficient Common Shares issued but not outstanding or autho-
rized but unissued to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii),
the Company shall take all such action as may be necessary to
authorize additional Common Shares for issuance upon exercise 
of the Rights.  In the event the Company shall, after good
faith effort, be unable to take all such action as may be
necessary to authorize such additional Common Shares, the
Company shall substitute, for each Common Share that would
otherwise be issuable upon exercise of a Right, a number of
Preferred Shares or fraction thereof such that the current
per share market price of one Preferred Share multiplied by
such number or fraction is equal to the current per share
market price of one Common Share as of the date of issuance
of such Preferred Shares or fraction thereof.

          (b)  In case the Company shall fix a record date
for the issuance of rights, options or warrants to all hold-
ers of Preferred Shares entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe
for or purchase Preferred Shares (or shares having the same
rights, privileges and preferences as the Preferred Shares
("equivalent preferred shares")) or securities convertible
into Preferred Shares or equivalent preferred shares at a
price per Preferred Share or equivalent preferred share (or
having a conversion price per share, if a security convert-
ible into Preferred Shares or equivalent preferred shares)
less than the then current per share market price of the Pre-
ferred Shares on such record date, the Purchase Price to be
in effect after such record date shall be determined by mul-
tiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall 
be the number of Preferred Shares outstanding on such record
date plus the number of Preferred Shares which the aggregate
offering price of the total number of Preferred Shares and/or
equivalent preferred shares so to be offered (and/or the ag-
gregate initial conversion price of the convertible securi-
ties so to be offered) would purchase at such current market
price and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the
number of additional Preferred Shares and/or equivalent pre-
ferred shares to be offered for subscription or purchase (or
into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event
shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of
capital stock of the Company issuable upon exercise of one
Right.  In case such subscription price may be paid in a con-
sideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined
in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and
the holders of the Rights.  Preferred Shares owned by or held
for the account of the Company shall not be deemed outstand-
ing for the purpose of any such computation.  Such adjustment
shall be made successively whenever such a record date is
fixed; and in the event that such rights, options or warrants 
are not so issued, the Purchase Price shall be adjusted to be
the Purchase Price which would then be in effect if such
record date had not been fixed.


 13

          (c)  In case the Company shall fix a record date
for the making of a distribution to all holders of the Pre-
ferred Shares (including any such distribution made in con-
nection with a consolidation or merger in which the Company
is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or sub-
scription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect
after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the then
current per share market price of the Preferred Shares on
such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and
holders of the Rights) of the portion of the assets or evi-
dences of indebtedness so to be distributed or of such sub-
scription rights or warrants applicable to one Preferred
Share and the denominator of which shall be such current per
share market price of the Preferred Shares; provided, how-
ever, that in no event shall the consideration to be paid 
upon the exercise of one Right be less than the aggregate par
value of the shares of capital stock of the Company to be
issued upon exercise of one Right.  Such adjustments shall be
made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Pur-
chase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such record date had not
been fixed.

          (d)  (i)  For the purpose of any computation here-
under, the "current per share market price" of any security
(a "Security" for the purpose of this Section 11(d)(i)) on
any date shall be deemed to be the average of the daily clos-
ing prices per share of such Security for the 30 consecutive
Trading Days immediately prior to such date; provided, how-
ever, that in the event that the current per share market
price of the Security is determined during a period following
the announcement by the issuer of such Security of (A) a
dividend or distribution on such Security payable in shares
of such Security or securities convertible into such shares,
or (B) any subdivision, combination or reclassification of
such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution,
or the record date for such subdivision, combination or re-
classification, then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect 
the current market price per share equivalent of such Secu-
rity.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices,
regular way, in either case, as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York
Stock Exchange or, if the Security is not listed or admitted
to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with re-
spect to securities listed on the principal national securi-
ties exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to
trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported
by the NASDAQ or such other system then in use, or, if on any
such date the Security is not quoted by any such organiza-
tion, the average of the closing bid and asked prices as fur-
nished by a professional market maker making a market in the
Security selected by the Board of Directors of the Company. 
The term "Trading Day" shall mean a day on which the princi-
pal national securities exchange on which the Security is
listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to
trading on any national securities exchange, a Business Day.
 

 14

      (ii)     For the purpose of any computation hereunder,
the "current per share market price" of the Preferred Shares
shall be determined in accordance with the method set forth
in Section 11(d)(i).  If the Preferred Shares are not pub-
licly traded, the "current per share market price" of the
Preferred Shares shall be conclusively deemed to be the cur-
rent per share market price of the Common Shares as deter-
mined pursuant to Section 11(d)(i) (appropriately adjusted to
reflect any stock split, stock dividend or similar transac-
tion occurring after the date hereof), multiplied by one
thousand.  If neither the Common Shares nor the Preferred
Shares are publicly held or so listed or traded, "current per
share market price" shall mean the fair value per share as
determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a state-
ment filed with the Rights Agent.

          (e)  No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price; provided, how-
ever, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.  All
calculations under this Section 11 shall be made to the near-
est cent or to the nearest one-millionth of a Preferred Share
or one ten-thousandth of any other share or security as the 
case may be.  Notwithstanding the first sentence of this Sec-
tion 11(e), any adjustment required by this Section 11 shall
be made no later than the earlier of (i) three years from the
date of the transaction which requires such adjustment or
(ii) the date of the expiration of the right to exercise any
Rights.

          (f)  If, as a result of an adjustment made pursuant
to Section 11(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of
capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred
Shares contained in Section 11(a) through (c), inclusive, and
the provisions of Sections 7, 9, 10 and 13 with respect to
the Preferred Shares shall apply on like terms to any such
other shares.

          (g)  All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price here-
under shall evidence the right to purchase, at the adjusted
Purchase Price, the number of one thousandths of a Preferred
Share purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided
herein.
 
          (h)  Unless the Company shall have exercised its
election as provided in Section 11(i), upon each adjustment
of the Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evi-
dence the right to purchase, at the adjusted Purchase Price,
that number of one thousandths of a Preferred Share (calcu-
lated to the nearest one millionth of a Preferred Share) ob-
tained by (A) multiplying (x) the number of one thousandths
of a share covered by a Right immediately prior to this ad-
justment by (y) the Purchase Price in effect immediately
prior to such adjustment of the Purchase Price and (B) divid-
ing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

          (i)  The Company may elect on or after the date of
any adjustment of the Purchase Price to adjust the number of
Rights in substitution for any adjustment in the number of
one thousandths of a Preferred Share purchasable upon the ex-
ercise of a Right.  Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for
the number of one thousandths of a Preferred Share for which
a Right was exercisable immediately prior to such adjustment. 
Each Right held of record prior to such adjustment of the
 15

number of Rights shall become that number of Rights (calcu-
lated to the nearest one ten-thousandth) obtained by dividing 
the Purchase Price in effect immediately prior to adjustment
of the Purchase Price by the Purchase Price in effect im-
mediately after adjustment of the Purchase Price.  The Com-
pany shall make a public announcement of its election to ad-
just the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the ad-
justment to be made.  This record date may be the date on
which the Purchase Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. 
If Right Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be dis-
tributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section
14 hereof, the additional Rights to which such holders shall
be entitled as a result of such adjustment, or, at the option
of the Company, shall cause to be distributed to such holders
of record in substitution and replacement for the Right Cer-
tificates held by such holders prior to the date of adjust-
ment, and upon surrender thereof, if required by the Company,
new Right Certificates evidencing all the Rights to which
such holders shall be entitled after such adjustment.  Right
Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall
be registered in the names of the holders of record of Right 
Certificates on the record date specified in the public an-
nouncement.

          (j)  Irrespective of any adjustment or change in
the Purchase Price or the number of one thousandths of a Pre-
ferred Share issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may con-
tinue to express the Purchase Price and the number of one
thousandths of a Preferred Share which were expressed in the
initial Right Certificates issued hereunder.

          (k)  Before taking any action that would cause an
adjustment reducing the Purchase Price below one thousandth
of the then par value, if any, of the Preferred Shares issu-
able upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally
issue fully paid and nonassessable Preferred Shares at such
adjusted Purchase Price.

          (l)  In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made ef-
fective as of a record date for a specified event, the Com-
pany may elect to defer until the occurrence of such event
the issuing to the holder of any Right exercised after such
record date of the Preferred Shares and other capital stock
or securities of the Company, if any, issuable upon such ex-
ercise over and above the Preferred Shares and other capital 
stock or securities of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company
shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event requiring
such adjustment.

          (m)  Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those ad-
justments expressly required by this Section 11, as and to
the extent that, it, in its sole discretion, shall determine
to be advisable in order that any consolidation or subdivi-
sion of the Preferred Shares, issuance wholly for cash of any
Preferred Shares at less than the current market price, issu-
ance wholly for cash of Preferred Shares or securities which
by their terms are convertible into or exchangeable for Pre-
ferred Shares, dividends on Preferred Shares payable in Pre-
ferred Shares or issuance of rights, options or warrants re-
ferred to hereinabove in Section 11(b), hereafter made by the

 16

Company to holders of its Preferred Shares shall not be tax-
able to such stockholders.

          (n)  In the event that at any time after the date
of this Agreement and prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the Common 
Shares payable in Common Shares or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclas-
sification or otherwise than by payment of dividends in Com-
mon Shares) into a greater or lesser number of Common Shares,
then in any such case (A) the number of one thousandths of a
Preferred Share purchasable after such event upon proper ex-
ercise of each Right shall be determined by multiplying the
number of one thousandths of a Preferred Share so purchasable
immediately prior to such event by a fraction, the numerator
of which is the number of Common Shares outstanding im-
mediately before such event and the denominator of which is
the number of Common Shares outstanding immediately after
such event, and (B) each Common Share outstanding immediately
after such event shall have issued with respect to it that
number of Rights which each Common Share outstanding im-
mediately prior to such event had issued with respect to it. 
The adjustments provided for in this Section 11(n) shall be
made successively whenever such a dividend is declared or
paid or such a subdivision, combination or consolidation is
effected.

          Section 12.  Certificate of Adjusted Purchase Price
or Number of Shares.  Whenever an adjustment is made as pro-
vided in Section 11 or 13 hereof, the Company shall promptly
(a) prepare a certificate setting forth such adjustment, and
a brief statement of the facts accounting for such adjust-
ment, (b) file with the Rights Agent and with each transfer 
agent for the Common Shares or the Preferred Shares a copy of
such certificate and (c) mail a brief summary thereof to each
holder of a Right Certificate in accordance with Section 25
hereof.

          Section 13.  Consolidation, Merger or Sale or
Transfer of Assets or Earning Power.  In the event, directly
or indirectly, at any time after a Person has become an Ac-
quiring Person, (a) the Company shall consolidate with, or
merge with and into, any other Person, (b) any Person shall
consolidate with the Company, or merge with and into the Com-
pany and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of any other
Person (or the Company) or cash or any other property, or (c)
the Company shall sell or otherwise transfer (or one or more
of its Subsidiaries shall sell or otherwise transfer), in one
or more transactions, assets or earning power aggregating 50%
or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person other
than the Company or one or more of its wholly-owned Subsid-
iaries, then, and in each such case, proper provision shall
be made so that (i) each holder of a Right (except as other-
wise provided herein) shall thereafter have the right to re-
ceive, upon the exercise thereof at a price equal to the then 
current Purchase Price multiplied by the number of one thou-
sandths of a Preferred Share for which a Right is then exer-
cisable, in accordance with the terms of this Agreement and
in lieu of Preferred Shares, such number of Common Shares of
such other Person (including the Company as successor thereto
or as the surviving corporation) as shall equal the result
obtained by (A) multiplying the then current Purchase Price
by the number of one thousandths of a Preferred Share for
which a Right is then exercisable and dividing that product
by (B) 50% of the then current per share market price of the
Common Shares of such other Person (determined pursuant to
Section 11(d) hereof) on the date of consummation of such
consolidation, merger, sale or transfer; (ii) the issuer of
such Common Shares shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pur-
suant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such issuer; and (iv) such

 17

issuer shall take such steps (including, but not limited to,
the reservation of a sufficient number of its Common Shares
in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provi-
sions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the Common Shares thereaf-
ter deliverable upon the exercise of the Rights.  The Company
shall not consummate any such consolidation, merger, sale or 
transfer unless prior thereto the Company and such issuer
shall have executed and delivered to the Rights Agent a
supplemental agreement so providing.  The Company shall not
enter into any transaction of the kind referred to in this
Section 13 if at the time of such transaction there are any
rights, warrants, instruments or securities outstanding or
any agreements or arrangements which, as a result of the con-
summation of such transaction, would eliminate or substan-
tially diminish the benefits intended to be afforded by the
Rights.  The provisions of this Section 13 shall similarly
apply to successive mergers or consolidations or sales or
other transfers.

          Section 14.  Fractional Rights and Fractional
Shares.  (a)  The Company shall not be required to issue
fractions of Rights or to distribute Right Certificates which
evidence fractional Rights.  In lieu of such fractional
Rights, there shall be paid to the registered holders of the
Right Certificates with regard to which such fractional
Rights would otherwise be issuable, an amount in cash equal
to the same fraction of the current market value of a whole
Right.  For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of
the Rights for the Trading Day immediately prior to the date
on which such fractional Rights would have been otherwise
issuable.  The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place 
on such day, the average of the closing bid and asked prices,
regular way, in either case, as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York
Stock Exchange or, if the Rights are not listed or admitted
to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with re-
spect to securities listed on the principal national securi-
ties exchange on which the Rights are listed or admitted to
trading or, if the Rights are not listed or admitted to trad-
ing on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported
by NASDAQ or such other system then in use or, if on any such
date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by
a professional market maker making a market in the Rights se-
lected by the Board of Directors of the Company.  If on any
such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as deter-
mined in good faith by the Board of Directors of the Company
shall be used.

          (b)  The Company shall not be required to issue
fractions of Preferred Shares (other than fractions which are
integral multiples of one thousandth of a Preferred Share)
upon exercise of the Rights or to distribute certificates 
which evidence fractional Preferred Shares (other than frac-
tions which are integral multiples of one thousandth of a
Preferred Share).  Fractions of Preferred Shares in integral
multiples of one thousandth of a Preferred Share may, at the
election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and
a depositary selected by it; provided that such agreement
shall provide that the holders of such depositary receipts
shall have all the rights, privileges and preferences to
which they are entitled as Beneficial Owners of the Preferred
Shares represented by such depositary receipts.  In lieu of
fractional Preferred Shares that are not integral multiples
of one thousandth of a Preferred Share, the Company shall pay
to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in

 18

cash equal to the same fraction of the current market value
of one Preferred Share.  For the purposes of this Section
14(b), the current market value of a Preferred Share shall be
the closing price of a Preferred Share (as determined pursu-
ant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of such exer-
cise.

          (c)  The holder of a Right by the acceptance of the
Right expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right (ex-
cept as provided above).
 
          Section 15.  Rights of Action.  All rights of ac-
tion in respect of this Agreement, excepting the rights of
action given to the Rights Agent under Section 18 hereof, are
vested in the respective registered holders of the Right Cer-
tificates (and, prior to the Distribution Date, the regis-
tered holders of the Common Shares); and any registered
holder of any Right Certificate (or, prior to the Distribu-
tion Date, of the Common Shares), without the consent of the
Rights Agent or of the holder of any other Right Certificate
(or, prior to the Distribution Date, of the Common Shares),
may, in his own behalf and for his own benefit, enforce, and
may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect
of, his right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate
and in this Agreement.  Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifi-
cally acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Agreement
and will be entitled to specific performance of the obliga-
tions under, and injunctive relief against actual or threat-
ened violations of the obligations of any Person subject to,
this Agreement.

          Section 16.  Agreement of Right Holders.  Every
holder of a Right, by accepting the same, consents and agrees 
with the Company and the Rights Agent and with every other
holder of a Right that:

          (a)  prior to the Distribution Date, the Rights
will be transferable only in connection with the transfer of
the Common Shares;

          (b)  after the Distribution Date, the Right Cer-
tificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of the
Rights Agent, duly endorsed or accompanied by a proper in-
strument of transfer; and

          (c)  the Company and the Rights Agent may deem and
treat the Person in whose name the Right Certificate (or,
prior to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and
of the Rights evidenced thereby (notwithstanding any nota-
tions of ownership or writing on the Right Certificate or the
associated Common Shares certificate made by anyone other
than the Company or the Rights Agent) for all purposes what-
soever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

          Section 17.  Right Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of any Right Certificate
shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Preferred Shares or any other 
securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be con-
strued to confer upon the holder of any Right Certificate, as
such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or
to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stock-
holders (except as provided in Section 25 hereof), or to re-
ceive dividends or subscription rights, or otherwise, until
 19

the Right or Rights evidenced by such Right Certificate shall
have been exercised in accordance with the provisions hereof.

          Section 18.  Concerning the Rights Agent.  The Com-
pany agrees to pay to the Rights Agent reasonable compensa-
tion for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable ex-
penses and counsel fees and other disbursements incurred in
the administration and execution of this Agreement and the
exercise and performance of its duties hereunder.  The Com-
pany also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense in-
curred without negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by 
the Rights Agent in connection with the acceptance and admin-
istration of this Agreement, including the costs and expenses
of defending against any claim of liability in the premises.

          The Rights Agent shall be protected and shall incur
no liability for, or in respect of any action taken, suffered
or omitted by it in connection with, its administration of
this Agreement in reliance upon any Right Certificate or cer-
tificate for the Preferred Shares or Common Shares or for
other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowl-
edged, by the proper Person or Persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

          Section 19.  Merger or Consolidation or Change of
Name of Rights Agent.  Any corporation into which the Rights
Agent or any successor Rights Agent may be merged or with
which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or
any successor Rights Agent shall be a party, or any corpora-
tion succeeding to the stock transfer or corporate trust pow-
ers of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further 
act on the part of any of the parties hereto; provided that
such corporation would be eligible for appointment as a suc-
cessor Rights Agent under the provisions of Section 21
hereof.  In case at the time such successor Rights Agent
shall succeed to the agency created by this Agreement, any of
the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver
such Right Certificates so countersigned; and, in case at
that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign
such Right Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent;
and in all such cases such Right Certificates shall have the
full force provided in the Right Certificates and in this
Agreement.

          In case at any time the name of the Rights Agent
shall be changed and at such time any of the Right Certifi-
cates shall have been countersigned but not delivered, the
Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not
have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates 
shall have the full force provided in the Right Certificates
and in this Agreement.

          Section 20.  Duties of Rights Agent.  The Rights
Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of
which the Company and the holders of Right Certificates, by
their acceptance thereof, shall be bound:


 20

          (a)  The Rights Agent may consult with legal coun-
sel (who may be legal counsel for the Company), and the opin-
ion of such counsel shall be full and complete authorization
and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opin-
ion.

          (b)  Whenever in the performance of its duties un-
der this Agreement the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action here-
under, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a certificate
signed by any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the
Chief Financial Officer, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such cer-
tificate shall be full authorization to the Rights Agent for 
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certifi-
cate.

          (c)  The Rights Agent shall be liable hereunder to
the Company and any other Person only for its own negligence,
bad faith or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained
in this Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same,
but all such statements and recitals are and shall be deemed
to have been made by the Company only.

          (e)  The Rights Agent shall not be under any re-
sponsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersigna-
ture thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this
Agreement or in any Right Certificate; nor shall it be re-
sponsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section
11(a)(ii) hereof) or any adjustment in the terms of the
Rights (including the manner, method or amount thereof) pro-
vided for in Section 3, 11, 13, 23 or 24, or the ascertaining 
of the existence of facts that would require any such change
or adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice that such
change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any Preferred Shares
to be issued pursuant to this Agreement or any Right Certifi-
cate or as to whether any Preferred Shares will, when issued,
be validly authorized and issued, fully paid and nonassess-
able.

          (f)  The Company agrees that it will perform, ex-
ecute, acknowledge and deliver or cause to be performed, ex-
ecuted, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be re-
quired by the Rights Agent for the carrying out or performing
by the Rights Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and di-
rected to accept instructions with respect to the performance
of its duties hereunder from any one of the Chairman of the
Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Secretary or the
Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it
shall not be liable for any action taken or suffered by it in 
good faith in accordance with instructions of any such of-
ficer or for any delay in acting while waiting for those in-
structions.


 21

          (h)  The Rights Agent and any stockholder, direc-
tor, officer or employee of the Rights Agent may buy, sell or
deal in any of the Rights or other securities of the Company
or become pecuniarily interested in any transaction in which
the Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as though
it were not Rights Agent under this Agreement. 

          (i)  The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any
duty hereunder either itself or by or through its attorneys
or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and
continued employment thereof.

          Section 21.  Change of Rights Agent.  The Rights
Agent or any successor Rights Agent may resign and be dis-
charged from its duties under this Agreement upon 30-days'
notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred Shares by registered 
or certified mail, and to the holders of the Right Certifi-
cates by first-class mail.  The Company may remove the Rights
Agent or any successor Rights Agent upon 30-days' notice in
writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified
mail, and to the holders of the Right Certificates by first--
class mail.  If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent.  If the Com-
pany shall fail to make such appointment within a period of
30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit
his Right Certificate for inspection by the Company), then
the registered holder of any Right Certificate may apply to
any court of competent jurisdiction for the appointment of a
new Rights Agent.  Any successor Rights Agent, whether ap-
pointed by the Company or by such a court, shall be a corpo-
ration organized and doing business under the laws of the
United States or of the State of Illinois (or of any other
state of the United States so long as such corporation is
authorized to do business as a banking institution in the
State of Illinois, in good standing, having an office in the
State of Illinois, which is authorized under such laws to 
exercise corporate trust or stock transfer powers and is sub-
ject to supervision or examination by federal or state au-
thority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50
million.  After appointment, the successor Rights Agent shall
be vested with the same powers, rights, duties and responsi-
bilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed neces-
sary for the purpose.  Not later than the effective date of
any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each trans-
fer agent of the Common Shares or Preferred Shares, and mail
a notice thereof in writing to the registered holders of the
Right Certificates.  Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

          Section 22.  Issuance of New Right Certificates. 
Notwithstanding any of the provisions of this Agreement or of
the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any 
adjustment or change in the Purchase Price and the number or

 22

kind or class of shares or other securities or property pur-
chasable under the Right Certificates made in accordance with
the provisions of this Agreement.

          Section 23.  Redemption.  (a)  The Board of Direc-
tors of the Company may, at its option, at any time prior to
such time as any Person becomes an Acquiring Person, redeem
all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transac-
tion occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"). 
The redemption of the Rights by the Board of Directors of the
Company may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Com-
pany, in its sole discretion, may establish.

          (b)  Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the
Rights pursuant to paragraph (a) of this Section 23, and
without any further action and without any notice, the right
to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the
Redemption Price.  The Company shall promptly give public
notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not 
affect the validity of such redemption.  Within 10 days after
such action of the Board of Directors of the Company ordering
the redemption of the Rights, the Company shall mail a notice
of redemption to all the holders of the then outstanding
Rights at their last addresses as they appear upon the regis-
try books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the
Common Shares.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the
holder receives the notice.  Each such notice of redemption
will state the method by which the payment of the Redemption
Price will be made.  Neither the Company nor any of its Af-
filiates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24
hereof, and other than in connection with the purchase of
Common Shares prior to the Distribution Date.

          Section 24.  Exchange.  (a)  The Board of Directors
of the Company may, at its option, at any time after any Per-
son becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not in-
clude Rights that have become void pursuant to the provisions
of Section 11(a)(ii) hereof) for Common Shares at an exchange
ratio of one Common Share per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar trans-
action occurring after the date hereof (such exchange ratio 
being hereinafter referred to as the "Exchange Ratio").  Not-
withstanding the foregoing, the Board of Directors of the
Company shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or
any such Subsidiary, or any entity holding Common Shares for
or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Benefi-
cial Owner of 50% or more of the Common Shares then outstand-
ing.

          (b)  Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of
Common Shares equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio.  The Company shall
promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange.  The
Company promptly shall mail a notice of any such exchange to
all of the holders of such Rights at their last addresses as

 23

they appear upon the registry books of the Rights Agent.  Any
notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. 
 Each such notice of exchange will state the method by which
the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of
Rights which will be exchanged.  Any partial exchange shall
be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

          (c)  In the event that there shall not be suf-
ficient Common Shares issued but not outstanding or autho-
rized but unissued to permit any exchange of Rights as con-
templated in accordance with this Section 24, the Company
shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exchange of the
Rights.  In the event the Company shall, after good faith
effort, be unable to take all such action as may be necessary
to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be
issuable upon exchange of a Right, a number of Preferred
Shares or fraction thereof such that the current per share
market price of one Preferred Share multiplied by such number
or fraction is equal to the current per share market price of
one Common Share as of the date of issuance of such Preferred
Shares or fraction thereof.

          (d)  The Company shall not be required to issue
fractions of Common Shares or to distribute certificates 
which evidence fractional Common Shares.  In lieu of such
fractional Common Shares, the Company shall pay to the regis-
tered holders of the Right Certificates with regard to which
such fractional Common Shares would otherwise be issuable an
amount in cash equal to the same fraction of the current mar-
ket value of a whole Common Share.  For the purposes of this
paragraph (d), the current market value of a whole Common
Share shall be the closing price of a Common Share (as deter-
mined pursuant to the second sentence of Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

          Section 25.  Notice of Certain Events.  (a) In case
the Company shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Preferred Shares or
to make any other distribution to the holders of its Pre-
ferred Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its Preferred Shares rights
or warrants to subscribe for or to purchase any additional
Preferred Shares or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclas-
sification of its Preferred Shares (other than a reclas-
sification involving only the subdivision of outstanding Pre-
ferred Shares), (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of 50% or more 
of the assets or earning power of the Company and its Subsid-
iaries (taken as a whole) to, any other Person, (v) to effect
the liquidation, dissolution or winding up of the Company, or
(vi) to declare or pay any dividend on the Common Shares pay-
able in Common Shares or to effect a subdivision, combination
or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares),
then, in each such case, the Company shall give to each
holder of a Right Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify
the record date for the purposes of such stock dividend, or
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liq-
uidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common
Shares and/or Preferred Shares, if any such date is to be
fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 10 days
prior to the record date for determining holders of the Pre-
ferred Shares for purposes of such action, and in the case of

 24

any such other action, at least 10 days prior to the date of
the taking of such proposed action or the date of participa-
tion therein by the holders of the Common Shares and/or Pre-
ferred Shares, whichever shall be the earlier.

          (b)  In case the event set forth in Section
11(a)(ii) hereof shall occur, then the Company shall as soon 
as practicable thereafter give to each holder of a Right Cer-
tificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe
such event and the consequences of such event to holders of
Rights under Section 11(a)(ii) hereof.

          Section 26.  Notices.  Notices or demands autho-
rized by this Agreement to be given or made by the Rights
Agent or by the holder of any Right Certificate to or on the
Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as fol-
lows:

               Harris Trust and Savings Bank
               Shareholder Services
               P.O. Box 755
               Chicago, Illinois 60690


Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by
the Company or by the holder of any Right Certificate to or
on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Company) as fol-
lows:

               Household International, Inc.
               2700 Sanders Road
               Prospect Heights, Illinois 60070
               Attention:  Corporate Secretary


Notices or demands authorized by this Agreement to be given
or made by the Company or the Rights Agent to the holder of
any Right Certificate shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry
books of the Company.

         Section 27.  Supplements and Amendments.  The Com-
pany may from time to time supplement or amend this Agreement
without the approval of any holders of Right Certificates in
order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or incon-
sistent with any other provisions herein, or to make any
other provisions with respect to the Rights which the Company
may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company
and the Rights Agent; provided, however, that from and after
such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would ad-
versely affect the interests of the holders of Rights.  With-
out limiting the foregoing, the Company may at any time prior
to such time as any Person becomes an Acquiring Person amend
this Agreement to lower the thresholds set forth in Sections
1(a) and 3(a) to not less than the greater of (i) the sum of
 .001% and the largest percentage of the outstanding Common
Shares then known by the Company to be Beneficially Owned by
any Person (other than the Company, any Subsidiary of the 
Company, any employee benefit plan of the Company or any Sub-
sidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan) and (ii) 10%.

         Section 28.  Successors.  All the covenants and pro-
visions of this Agreement by or for the benefit of the Com-
pany or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 25

          Section 29.  Benefits of this Agreement.  Nothing
in this Agreement shall be construed to give to any Person,
other than the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distri-
bution Date, the Common Shares) any legal or equitable right,
remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company,
the Rights Agent and the registered holders of the Right Cer-
tificates (and, prior to the Distribution Date, the Common
Shares).

          Section 30.  Severability.  If any term, provision,
covenant or restriction of this Agreement is held by a court
of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provi-
sions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be af-
fected, impaired or invalidated.

          Section 31.  Governing Law.  This Agreement and
each Right Certificate issued hereunder shall be deemed to be
a contract made under the laws of the State of Delaware and
for all purposes shall be governed by and construed in ac-
cordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.

          Section 32.  Counterparts.  This Agreement may be
executed in any number of counterparts and each of such coun-
terparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one
and the same instrument.

          Section 33.  Descriptive Headings.  Descriptive
headings of the several Sections of this Agreement are in-
serted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

 26

          IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and attested, all as of
the day and year first above written.

Attest:                        HOUSEHOLD INTERNATIONAL, INC.




By /s/ Patrick D. Schwartz     By /s/ Paul R. Shay        
   Name:  Partick D. Schwartz     Name:  Paul R. Shay
   Title: Assistant Secretary     Title: Corporate Secretary



Attest:                        HARRIS TRUST AND SAVINGS BANK


By /s/ K. W. Penn              By R. C. Carlson
   Name:  K. W. Penn              Name:  R. C. Carlson
   Title: Assistant Secretary     Title: Vice President


 27
                                                     Exhibit A
                                                     ---------


                           FORM

                            of

                CERTIFICATE OF DESIGNATIONS

                            of

       SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                            of

               HOUSEHOLD INTERNATIONAL, INC.

              (Pursuant to Section 151 of the
             Delaware General Corporation Law)

             ---------------------------------

          Household International, Inc., a corporation organized
and existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of Directors
of the Corporation as required by Section 151 of the General
Corporation Law at a meeting duly called and held on July 9,
1996:

          RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of this Corporation (hereinafter
called the "Board of Directors" or the "Board") in accordance with
the provisions of the Certificate of Incorporation, the Board of
Directors hereby creates a series of Preferred Stock, without par
value (the "Preferred Stock"), of the Corporation and hereby states
the designation and number of shares, and fixes the relative
rights,
preferences, and limitations thereof as follows:

          FURTHER RESOLVED, that pursuant to the authority granted
to and vested in the Board in accordance with the provisions of the
Certificate of Incorporation, the consent of the holders of Series
A
Preferred Stock with respect to the matters set forth in
sub-sections
(i) and (iii) of paragraph (5) of Article IV of the Corporation's
Restated Certificate of Incorporation ("Paragraph 5") shall not be
required; but the other provisions of Paragraph (5) shall be
applicable
to the Series A Preferred Stock.  The holders of the Series A
Preferred
Stock shall have no right to elect directors pursuant to paragraph
(6)
of Article IV of the  Corporation's Restated Certificate of
Incorporation,
such right hereby being expressly withheld:

Series A Junior Participating Preferred Stock:

          Section 1.  Designation and Amount.  The shares of such
series
shall be designated as "Series A Junior Participating Preferred
Stock"
(the "Series A Preferred Stock") and the number of shares
constituting
the Series A Preferred Stock shall be 150,000.  Such number of
shares
may be increased or decreased by resolution of the Board of
Directors;
provided that no decrease shall reduce the number of shares of
Series A
Preferred Stock to a number less than the number of shares then
outstanding
plus the number of shares reserved for issuance upon the exercise
of
outstanding options, rights or warrants or upon the conversion of
any
outstanding securities issued by the Corporation convertible into
Series
A Preferred Stock.

          Section 2.  Dividends and Distributions.

          (A)  Subject to the rights of the holders of any shares
of any
     series of Preferred Stock (or any similar stock) ranking
priorand
     superior to the Series A Preferred Stock with respect to of
Series A
     Preferred Stock, in preference to the holders of per share
(the
     "Common Stock"), of the Corporation, and of any entitled to
receive,
     when, as and if declared by the Board of Directors out of
funds
     legally available for the purpose, quarterly dividends payable
in
     cash on the fifteenth day January, April, July and October
being
     referred to herein as a "Quarterly Dividend Payment Date"),
     commencing on the first Quarterly Dividend Payment Date after
the
     first issuance of a share or fraction of a share of Series A
 28

     Preferred Stock, in an amount per share (rounded to the
greater of
     (a) $1 or (b) subject to the provision for adjustment
hereinafter
     set forth, 1,000 times the aggregate per share amount of all
cash
     dividends, and 1,000 times the aggregate per share amount
(payable
     in kind) of all non-cash dividends or other distributions,
other
     than a dividend payable in shares of Common Stock or a shares
of
     Common Stock (by reclassification or otherwise), declared on
the
     Common Stock since the immediately preceding Quarterly
Dividend
     Payment Date or, with respect to the first Quarterly Dividend
     Payment Date, since the first issuance of any share or
fraction
     of a share of Series A Preferred Stock.  In the event the
     Corporation shall at any time declare or pay any payable in
shares
     of Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
than
     by payment of a dividend in shares of Common Stock) into a
greater
     or lesser number of shares of Common Stock, then in each such
case
     the amount to which holders of shares of Series A Preferred
Stock
     were entitled immediately prior to such event under clause (b)
of
     the preceding sentence shall be adjusted by multiplying such
     numerator of which is the number of shares of Common Stock
such
     event and the denominator of which is the number of shares 
     outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
distribution
     on the Series A Preferred Stock as provided in paragraph (A)
of this
     Section immediately after it declares a dividend or
distribution
     on the Common Stock (other than a dividend payable in shares
of
     Common Stock); provided that, in the event no dividend or
     distribution shall have been declared on the Common Stock
during
     the period between any Quarterly Dividend Payment Date and the
next
     subsequent Quarterly Dividend Payment Date, a dividend of $1
per
     share on the Series A Preferred Stock shall nevertheless be
payable
     on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series A Preferred Stock from the next
     preceding the date of issue of such shares, unless the date of
     issue of such shares is prior to the record date for the first
     Quarterly Dividend Payment Date, in which case dividends on
such
     shares shall begin to accrue from the date of issue of such
shares,
     or unless the date of issue is a Quarterly Dividend Payment
Date
     or is a date after the record date for the determination of
holders
     of shares of Series A Preferred Stock entitled to receive a
quarterly
     dividend and before such Quarterly Dividend Payment Date, in
either
     of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date.  Accrued
but
     unpaid dividends shall not bear interest.  Dividends paid on
the
     shares of Series A Preferred Stock in an amount less than the
total
     amount of such dividends at the time accrued and payable on
such 
     shares shall be allocated pro rata on a share-by-share basis
among
     all such shares at the time outstanding.  The Board of
Directors may
     fix a record date for the determination of holders of shares
of
     Series A Preferred Stock entitled to receive payment of a
dividend
     or distribution declared thereon, which  record date shall be
not
     more than 60 days prior to the date fixed for the payment
thereof.

          Section 3.  Voting Rights.  The holders of shares of
Series A
     Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter
set
     forth, each share of Series A Preferred Stock shall entitle
the
     holder thereof to 1,000 votes on all matters submitted to a
vote
     of the stockholders of the Corporation.  In the event the
     Corporation shall at any time declare or pay any dividend
shares
     of Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in
     shares of Common Stock) into a greater or lesser number of
shares
     of Common Stock, then in each such case the number of votes
per
     share to which holders of shares of Series A Preferred Stock
were
     entitled immediately prior to such event shall be adjusted by
     multiplying such number by a fraction, the numerator of which
is
     the number of shares of Common Stock outstanding immediately
after
     such event and the denominator of which is the number of
shares of
     Common Stock that were outstanding immediately prior to such
event.


 29

          (B)  Except as otherwise provided herein, in any other
creating
     a series of Preferred Stock or any similar stock, or Series A
     Preferred Stock and the holders of shares of Common Stock and
any 
     other capital stock of the Corporation having general voting
rights
     shall vote together as one class on all matters submitted to
a vote
     of stockholders of the Corporation.

          (C)  Except as set forth herein, or as otherwise provided
by
     law, holders of Series A Preferred Stock shall have no special
voting
     rights and their consent shall not be required (except to the
extent
     they are entitled to vote with holders of Common Stock as set
forth
     herein) for taking any corporate action.

          (D)  The consent of the holders of Series A Preferred
Stock with
     respect to the matters set forth in sub-sections (i) and (iii)
of
     paragraph (5) of Article IV of the Corporation's Restated
Certificate
     of Incorporation ("Paragraph 5") shall not be required; but
the other
     provisions of Paragraph (5) shall be applicable to the Series
A
     Preferred Stock.  The holders of the Series A Preferred Stock
shall
     have no right to elect directors pursuant to paragraph (6) of
Article
     IV of the Corporation's Restated Certificate of Incorporation,
such
     right hereby being expressly withheld.

          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Preferred Stock as
provided in
     Section 2 are in arrears, thereafter and until all accrued and
unpaid
     dividends and distributions, whether or not declared, on
shares of
     Series A Preferred Stock outstanding shall have been paid in
full,
     the Corporation shall not:

               (i)  declare or pay dividends, or make any other 
          distributions, on any shares of stock ranking junior
(either
          as to dividends or upon liquidation, dissolution or
winding up)
          to the Series A Preferred Stock;

              (ii)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking on a parity
(either
          as to dividends or upon liquidation, dissolution or
winding up)
          with the Series A Preferred Stock, except dividends paid
ratably
          on the Series A Preferred Stock and all such parity stock
on which
          dividends are payable or in arrears in proportion to the
total
          amounts to which the holders of all such shares are then
entitled;

             (iii)  redeem or purchase or otherwise acquire for
consideration
          shares of any stock ranking junior (either as to
dividends or upon
          liquidation, dissolution or winding up) to the Series A
Preferred
          Stock, provided that the Corporation may at any time
redeem,
          purchase or otherwise acquire shares of any such junior
stock in
          exchange for shares of any stock of the Corporation
ranking junior
          (either as to dividends or upon dissolution, liquidation
or winding
          up) to the Series A Preferred Stock; or 

              (iv)   redeem or purchase or otherwise acquire for 
          consideration any shares of Series A Preferred Stock, or
any 
          shares of stock ranking on a parity with the Series A
Preferred
          Stock, except in accordance with a purchase offer made in
writing
          or by publication (as determined by the Board of
Directors) to
          all holders of such shares upon such terms as the Board
of
          Directors, after consideration of the respective annual
dividend
          rates and other relative rights and preferences of the
respective
          series and classes, shall determine in good faith will
result in
          fair and equitable treatment among the respective series
or
          classes.

          (B)  The Corporation shall not permit any subsidiary of
the
     Corporation to purchase or otherwise acquire for consideration
any
     shares of stock of the Corporation unless the Corporation
could, 
     under paragraph (A) of this Section 4, purchase or otherwise
acquire
     such shares at such time and in such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation
in 
any manner whatsoever shall be retired and cancelled promptly after
the 
acquisition thereof.  All such shares shall upon their cancellation

become authorized but unissued shares of Preferred Stock and may be

reissued as part of a new series of Preferred Stock subject to the 
 30

conditions and restrictions on issuance set forth herein, in the 
Certificate of Incorporation, or in any other Certificate of 
Designations creating a series of Preferred Stock or any similar 
stock or as otherwise required by law.

          Section 6.  Liquidation, Dissolution or Winding Up.  Upon
any
liquidation, dissolution or winding up of the Corporation, no
distribution
shall be made (1) to the holders of shares of stock ranking junior
(either
as to dividends or upon liquidation, dissolution or winding up) to
the
Series A Preferred Stock unless, prior thereto, the holders of
shares of
Series A Preferred Stock shall have received $1,000 per share, plus
an
amount equal to accrued and unpaid dividends and distributions
thereon,
whether or not declared, to the date of such payment, provided that
the
holders of shares of Series A Preferred Stock shall be entitled to
receive
an aggregate amount per share, subject to the provision for
adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount to
be
distributed per share to holders of shares of Common Stock, or (2)
to the
holders of shares of stock ranking on a parity (either as to
dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred
Stock, except distributions made ratably on the Series A Preferred
Stock
and all such parity stock in proportion to the total amounts to
which the
holders of all such shares are entitled upon such liquidation,
dissolution
or winding up.  In the event the Corporation shall at any time
declare or
pay any dividend on the Common Stock payable in shares of Common
Stock, or
effect a subdivision or combination or consolidation of the
outstanding
shares of Common Stock (by reclassification or otherwise than by
payment
of a dividend in shares of Common Stock) into a greater or lesser
number
of shares of Common Stock, then in each such case the aggregate
amount to
which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event  under the proviso in clause (1) of
the
preceding sentence shall be adjusted by multiplying such amount by
a
fraction the numerator of which is the number of shares of Common
Stock
outstanding immediately after such event and the denominator of
which is
the number of shares of Common Stock that were outstanding
immediately
prior to such event.

          Section 7.  Consolidation, Merger, etc.  In case the
Corporation shall enter into any consolidation, merger, combination
or
other transaction in which the shares of Common Stock are exchanged
for
or changed into other stock or securities, cash and/or any other
property,
then in any such case each share of Series A Preferred Stock shall
at the
same time be similarly exchanged or changed into an amount per
share,
subject to the provision for adjustment hereinafter set forth,
equal to
1,000 times the aggregate amount of stock, securities, cash and/or
any
other property (payable in kind), as the case may be, into which or
for
which each share of Common Stock is changed or exchanged.  In the
event
the Corporation shall at any time declare or pay any dividend on
the
Common Stock payable in shares of Common Stock, or effect a
subdivision
or combination or consolidation of the outstanding shares of Common
Stock
(by reclassification or otherwise than by payment of a dividend in
shares
of Common Stock) into a greater or lesser number of shares of
Common Stock,
then in each such case the amount set forth in the preceding
sentence with
respect to the exchange or change of shares of Series A Preferred
Stock
shall be adjusted by multiplying such amount by a fraction, the
numerator
of which is the number of shares of Common Stock outstanding
immediately
after such event and the denominator of which is the number of
shares of
Common Stock that were outstanding immediately prior to such event.

          Section 8.  No Redemption.  The shares of Series A
Preferred
Stock shall not be redeemable.

          Section 9.  Rank.  The Series A Preferred Stock shall
rank,
with respect to the payment of dividends and the distribution of
assets,
junior to all series of any other class of the Corporation's
Preferred
Stock.

          Section 10.  Amendment.  The Certificate of Incorporation
of
the Corporation shall not be amended in any manner which would
materially
alter or change the powers, preferences or special rights of the
Series A
Preferred Stock so as to affect them adversely without the
affirmative vote
of the holders of at least two-thirds of the outstanding shares of
Series
A Preferred Stock, voting together as a single class.


 31

          IN WITNESS WHEREOF, this Certificate of Designations is
executed
on behalf of the Corporation by its Chief Executive Officer or
Chief
Financial Officer and attested by its Secretary this 9th day of
July, 1996.



                               
- ------------------------------------
                                     Chief Executive Officer or
                                      Chief Financial Officer


Attest:


- ---------------------------
Secretary

 32
                                                      Exhibit B
                                                      ---------

                  Form of Right Certificate


Certificate No. R-                                     Rights



         NOT EXERCISABLE AFTER JULY 31, 2006 OR EARLIER IF
         REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE
         SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO
         EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.


                      Right Certificate

                HOUSEHOLD INTERNATIONAL, INC.


         This certifies that ----------, or registered assigns, is
the
registered owner of the number of Rights set forth above, each of
which
entitles the owner thereof, subject to the terms, provisions and 
conditions of the Rights Agreement, dated as of July 9, 1996 (the
"Rights
Agreement"), between Household International, Inc., a Delaware
corporation
(the "Company"), and Harris Trust and Savings Bank (the "Rights
Agent"),
to purchase from the Company at any time after the Distribution
Date (as
such term is defined in the Rights Agreement) and prior to 5:00
P.M.,
Chicago, Illinois time, on July 31, 2006 at the principal office of
the
Rights Agent, or at the office of its successor as Rights Agent,
one
thousandth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, without par value (the "Preferred
Shares"),
of the Company, at a purchase price of $300.00 per one thousandth
of a
Preferred Share (the "Purchase Price"), upon presentation and
surrender
of this Right Certificate with the Form of Election to Purchase
duly 
executed.  The number of Rights evidenced by this Right Certificate
(and
the number of one thousandths of a Preferred Share which may be
purchased
upon exercise hereof) set forth above, and the Purchase Price set
forth
above, are the number and Purchase Price as of July 29, 1996, based
on the
Preferred Shares as constituted at such date.  As provided in the
Rights
Agreement, the Purchase Price and the number of one thousandths of
a
Preferred Share which may be purchased upon the exercise of the
Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

         This Right Certificate is subject to all of the terms,
provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a
part
hereof and to which Rights Agreement reference is hereby made for
a full
description of the rights, limitations of rights, obligations,
duties and
immunities hereunder of the Rights Agent, the Company and the
holders of
the Right Certificates.  Copies of the Rights Agreement are on file
at the
principal executive offices of the Company and the offices of the
Rights
Agent.

         This Right Certificate, with or without other Right
Certificates,
upon surrender at the principal office of the Rights Agent, may be
exchanged
for another Right Certificate or Right Certificates of like tenor
and date
evidencing Rights entitling the holder to purchase a like aggregate
number of
Preferred Shares as the Rights evidenced by the Right Certificate
or Right
Certificates surrendered shall have entitled such holder to
purchase.  If
this Right Certificate shall be exercised in part, the holder shall
be
entitled to receive upon surrender hereof another Right Certificate
or Right
Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the
Rights
evidenced by this Certificate (i) may be redeemed by the Company at
a
redemption price of $.01 per Right or (ii) may be exchanged, in
whole or
in part, for Preferred Shares or shares of the Company's Common
Stock, par
value $1.00 per share.

         No fractional Preferred Shares will be issued upon the
exercise of
any Right or Rights evidenced hereby (other than fractions which
are
integral multiples of one thousandth of a Preferred Share, which
may, at
the election of the Company, be evidenced by depositary receipts),
but in
lieu thereof a cash payment will be made, as provided in the Rights

Agreement.
 33

         No holder of this Right Certificate shall be entitled to
vote or
receive dividends or be deemed for any purpose the holder of the
Preferred
Shares or of any other securities of the Company which may at any
time be
issuable on the exercise hereof, nor shall anything contained in
the Rights
Agreement or herein be construed to confer upon the holder hereof,
as such,
any of the rights of a stockholder of the Company or any right to
vote for
the election of directors or upon any matter submitted to
stockholders at
any meeting thereof, or to give or withhold consent to any
corporate action,
or to receive notice of meetings or other actions affecting
stockholders
(except as provided in the Rights Agreement), or to receive
dividends or
subscription  rights, or otherwise, until the Right or Rights
evidenced by
this Right Certificate shall have been exercised as provided in the
Rights 
Agreement.

         This Right Certificate shall not be valid or obligatory
for any
purpose until it shall have been countersigned by the Rights Agent.

         WITNESS the facsimile signature of the proper officers of
the
Company and its corporate seal.  Dated as of _________, _____.


ATTEST:                      HOUSEHOLD INTERNATIONAL, INC.


                             By
- --------------------            ---------------------------
Name:                           Name:
Title:                          Title:



Countersigned:


HARRIS TRUST AND SAVINGS BANK


By
  ---------------------------
Name:    
Title:   


 34

          Form of Reverse Side of Right Certificate

                     FORM OF ASSIGNMENT
                     ------------------

      (To be executed by the registered holder if such
     holder desires to transfer the Right Certificate.)


          FOR VALUE RECEIVED ____________________ hereby sells,
assigns and transfers unto ___________________________________

- --------------------------------------------------------------
        (Please print name and address of transferee)

this Right Certificate, together with all right, title and interest

therein, and does hereby irrevocably constitute and appoint
_______________ Attorney, to transfer the within Right Certificate
on
the books of the within-named Company, with full power of
substitution.


Dated:          ,
      ----------  ------



                              -------------------
                              Signature

Signature Guaranteed:

          Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the Na-
tional Association of Securities Dealers, Inc., or a com-
mercial bank or trust company having an office or correspon-
dent in the United States.

- ------------------------------------------------------------

          The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned
by an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement).



                              -------------------
                              Signature

- ------------------------------------------------------------

 35

   Form of Reverse Side of Right Certificate -- continued


                FORM OF ELECTION TO PURCHASE
                ----------------------------

        (To be executed if holder desires to exercise
        Rights represented by the Right Certificate.)


To:  HOUSEHOLD INTERNATIONAL, INC.

         The undersigned hereby irrevocably elects to exercise
___________________________ Rights represented by this Right
Certificate to purchase the Preferred Shares issuable upon the
exercise of such Rights and requests that certificates for such 
Preferred Shares be issued in the name of:

Please insert social security
or other identifying number

- ---------------------------------------------------------------
               (Please print name and address)

- ---------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by 
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number

- ---------------------------------------------------------------
               (Please print name and address)

- ---------------------------------------------------------------

Dated:           ,
      -----------  ------


                             --------------------
                             Signature


 Signature Guaranteed:

         Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or 
trust company having an office or correspondent in the United
States.


 36

   Form of Reverse Side of Right Certificate -- continued

- -------------------------------------------------------------

         The undersigned hereby certifies that the Rights evidenced

by this Right Certificate are not beneficially owned by an
Acquiring
Person or an Affiliate or Associate thereof (as defined in the 
Rights Agreement).


                             --------------------
                             Signature

- -------------------------------------------------------------


                           NOTICE
                           ------

         The signature in the Form of Assignment or Form of
Election to
Purchase, as the case may be, must conform to the name as written
upon 
the face of this Right Certificate in every particular, without
alteration
or enlargement or any change whatsoever.

         In the event the certification set forth above in the Form
of 
Assignment or the Form of Election to Purchase, as the case may be,
is not
completed, the Company and the Rights Agent will deem the
beneficial owner
of the Rights evidenced by this Right Certificate to be an
Acquiring Person
or an Affiliate or Associate thereof (as defined in the Rights
Agreement)
and such Assignment or Election to Purchase will not be honored.


 37
                                                 Exhibit C
                                                 ---------


                SUMMARY OF RIGHTS TO PURCHASE
                      PREFERRED SHARES


         On July 9, 1996, the Board of Directors of Household 
International, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share
of common stock, par value $1.00 per share (the "Common Shares"),
of
the Company.  The dividend is payable on July 29, 1996 (the "Record

Date") to the stockholders of record on that date.  Each Right
entitles
the registered holder to purchase from the Company one thousandth
of a
share of Series A Junior Participating Preferred Stock, without par
value
(the "Preferred Shares"), of the Company at a price of $300.00 per
one
thousandth of a Preferred Share (the "Purchase Price"), subject to 
adjustment.  The description and terms of the Rights are set forth
in a
Rights Agreement (the "Rights Agreement") between the Company and
Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent").

         Until the earlier to occur of (i) 10 days following a
public 
announcement that a person or group of affiliated or associated
persons
(an "Acquiring Person") have acquired beneficial ownership of 15%
or more
of the outstanding Common Shares or (ii) 10 business days (or such
later
date as may be determined by action of the Board of Directors prior
to
such time as any person or group of affiliated persons becomes an
Acquiring
Person) following the commencement of, or announcement of an
intention to 
make, a tender offer or exchange offer the consummation of which
would 
result in the beneficial ownership by a person or group of 15% or
more of
the outstanding Common Shares (the earlier of such dates being the 
"Distribution Date"), the Rights will be evidenced, with respect to
any of
the Common Share certificates outstanding as of the Record Date, by
such
Common Share certificate with a copy of this Summary of Rights
attached
thereto.

         The Rights Agreement provides that, until the Distribution
Date
(or earlier redemption or expiration of the Rights), the Rights
will be
transferred with and only with the Common Shares.  Until the
Distribution
Date (or earlier redemption or expiration of the Rights), new
Common Share
certificates issued after the Record Date upon transfer or new
issuance of
Common Shares will contain a notation incorporating the Rights
Agreement
by reference.  Until the Distribution Date (or earlier redemption
or
expiration of the Rights), the surrender for transfer of any
certificates
for Common Shares outstanding as of the Record Date, even without
such
notation or a copy of this Summary of Rights being attached
thereto, will
also constitute the transfer of the Rights associated with the
Common 
Shares represented by such certificate.  As soon as practicable
following
the Distribution Date, separate certificates evidencing the Rights
("Right
Certificates") will be mailed to holders of record of the Common
Shares as
of the close of business on the Distribution Date and such separate
Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution
Date.  The
Rights will expire on July 31, 2006 (the "Final Expiration Date"),
unless
the Final Expiration Date is extended or unless the Rights are
earlier
redeemed or exchanged by the Company, in each case, as described
below.

         The Purchase Price payable, and the number of Preferred
Shares
r other securities or property issuable, upon exercise of the
Rights are
subject to adjustment from time to time to prevent dilution (i) in
the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to
holders
of the Preferred Shares of certain rights or warrants to subscribe
for
or purchase Preferred Shares at a price, or securities convertible
into
Preferred Shares with a conversion price, less than the
then-current
market price of the Preferred Shares or (iii) upon the distribution
to
holders of the Preferred Shares of evidences of indebtedness or
assets
(excluding regular periodic cash dividends paid out of earnings or
retained
earnings or dividends payable in Preferred Shares) or of
subscription
rights or warrants (other than those referred to above).

         The number of outstanding Rights and the number of one
thousandths
of a Preferred Share issuable upon exercise of each Right are also
subject
to adjustment in the event of a stock split of the Common Shares or
a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, 
consolidations or combinations of the Common Shares occurring, in
any such
case, prior to the Distribution Date. 
 38

         Preferred Shares purchasable upon exercise of the Rights
will
not be redeemable.  Each Preferred Share will be entitled to a
minimum 
preferential quarterly dividend payment of $1 per share but will be

entitled to an aggregate dividend of 1,000 times the dividend
declared
per Common Share.  In the event of liquidation, the holders of the 
Preferred Shares  will be entitled to a minimum preferential
liquidation
payment of $1,000 per share but will be entitled to an aggregate
payment
of 1,000 times the payment made per Common Share.  Each Preferred
Share
will have 1,000 votes, voting together with the Common Shares. 
Finally,
in the event of any merger, consolidation or other transaction in
which
Common Shares are exchanged, each Preferred Share will be entitled
to
receive 1,000 times the amount received per Common Share.  These
rights
are protected by customary anti-dilution provisions.

         Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one thousandth
interest
in a Preferred Share purchasable upon exercise of each Right should

approximate the value of one Common Share.

         In the event that the Company is acquired in a merger or
other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become
an
Acquiring Person, proper provision will be made so that each holder
of 
a Right will thereafter have the right to receive, upon the
exercise
thereof at the then current exercise price of the Right, that
number of
shares of common stock of the acquiring company which at the time
of such
transaction will have a market value of two times the exercise
price of
the Right.  In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision
shall be
made so that each holder of a Right, other than Rights beneficially
owned
by the Acquiring Person (which will thereafter be void), will
thereafter
have the right to receive upon exercise that number of Common
Shares
having a market value of two times the exercise price of the Right.

         At any time after any person or group becomes an Acquiring

Person and prior to the acquisition by such person or group of 50%
or 
more of the outstanding Common Shares, the Board of Directors of
the
Company may exchange the Rights (other than Rights owned by such
person
or group which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one thousandth of a
Preferred Share
(or of a share of a class or series of the Company's preferred
stock having
equivalent rights, preferences and privileges), per Right (subject
to
adjustment).

         With certain exceptions, no adjustment in the Purchase
Price will
be required until cumulative adjustments require an adjustment of
at least
1% in such Purchase Price.  No fractional Preferred Shares will be
issued
(other than fractions which are integral multiples of one
thousandth of a
Preferred Share, which may, at the election of the Company, be
evidenced by
depositary receipts) and, in lieu thereof, an adjustment in cash
will be
made based on the market price of the Preferred Shares on the last
trading
day prior to the date of exercise.

         At any time prior to the acquisition by a person or group
of
affiliated or associated persons of beneficial ownership of 15% or
more
of the outstanding Common Shares, the Board of Directors of the
Company
may redeem the Rights, in whole but not in part, at a price of $.01
per
Right (the "Redemption Price").  The redemption of the Rights may
be made
effective at such time on such basis with such conditions as the
Board of
Directors, in its sole discretion, may establish.  Immediately upon
any
redemption of the Rights, the right to exercise the Rights will
terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
 
         The terms of the Rights may be amended by the Board of
Directors
of the Company without the consent of the holders of the Rights,
including
an amendment to lower certain thresholds described above to not
less than
the greater of (i) the sum of .001% and the largest percentage of
the
outstanding Common Shares then known to the Company to be
beneficially owned
by any person or group of affiliated or associated persons and (ii)
10%,
except that from and after such time as any person or group of
affiliated
or associated persons becomes an Acquiring Person no such amendment
may
adversely affect the interests of the holders of the Rights.

         Until a Right is exercised, the holder thereof, as such,
will have
no rights as a stockholder of the Company, including, without
limitation,
the right to vote or to receive dividends.

 39

         A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A.  A copy of the Rights Agreement is available
free
of charge from the Company.  This summary description of the Rights
does
not purport to be complete and is qualified in its entirety by
reference
to the Rights Agreement, which is hereby incorporated herein by
reference.

EX-99

 1
                                                Exhibit 99.2
                                                ------------



For Release:     Immediately

Contact:         Craig A. Streem
                 Vice President - Investor Relations
                 (847) 564-6053

                 Celeste M. Murphy
                 Director - Investor Relations
                 (847) 564-7568


Household International Increases Dividend on Common Stock By 15%;
Marks 44th Consecutive Year of Increased Payout

Company Adopts Shareholder Rights Plan


Prospect Heights, IL, July 9, 1996 --  Household International, Inc.
(NYSE:  HI) said today its board of directors has increased the annual
dividend on Household common stock by 15 percent to $1.56 from $1.36
per share.

The new quarterly cash dividend of $0.39 per share will be paid
October 15, 1996, to shareholders of record on September 30, 1996.

The October dividend will mark the 44th consecutive year in which the
company has increased its cash dividends paid to Household's common
shareholders.

The board also declared for the same dates the following regular
quarterly cash dividends:  $2.375 per share, equal to $0.2375 per
depositary share, on the 9 1/2 percent cumulative preferred stock,
Series 1991-A (a depositary share represents ownership of one-tenth
of a full share of the Series 1991-A); $20.625 per share, equal to
$0.515625 per depositary share, on  the 8 1/4 percent cumulative
preferred stock, Series 1992-A (a depositary share represents ownership
of one-fortieth of a full share of the Series 1992-A); and $18.375 per
share, equal to $0.459375 per depositary share, on the 7.35 percent
cumulative preferred stock, Series 1993-A (a depositary share represents
ownership of one-fortieth of a full share of the Series 1993-A).

The board of directors also adopted today a shareholder rights plan by
declaring a dividend distribution of one Preferred Share Purchase Right
on each outstanding share of the company's common stock.  The Rights
will be exercisable if a person or group acquires 15 percent or more of
Household's common stock.   The dividend distribution will be made on
July 29, 1996 to stockholders of record on that date.  The board believes
implementing a rights plan is the best available means of protecting
shareholders' rights and is a common exercise of good corporate governance.
The board is not presently aware of any unusual accumulation of Household's
shares.

A detailed description of the Rights will be sent to shareholders.

Household International, through its subsidiaries, is a major provider of
consumer financial services in the United States, Canada and the United
Kingdom.  Its primary businesses include HFC, the nation's oldest consumer
finance company, and Household Bank, one of the largest issuers of private
label and general purpose credit cards in the United States.

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