HOUSEHOLD INTERNATIONAL INC, S-3, 1994-11-23

HOUSEHOLD INTERNATIONAL INC
S-3, 1994-11-23
PERSONAL CREDIT INSTITUTIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HOUSEHOLD INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT WHO IS THE ISSUER OF THE GUARANTEES AS SPECIFIED IN
ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)

36-3121988
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
708-564-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(EXACT NAME OF REGISTRANT WHO IS THE ISSUER OF THE SENIOR NOTES AND WARRANTS
TO PURCHASE SENIOR NOTES AS SPECIFIED IN ITS CHARTER)

THE NETHERLANDS
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)

NOT APPLICABLE
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

HOEKENRODE 6
1102 BR
AMSTERDAM, NETHERLANDS
(ADDRESS, INCLUDING POSTAL CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

PATRICK D. SCHWARTZ, ASSOCIATE GENERAL COUNSEL
HOUSEHOLD INTERNATIONAL, INC.
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
708-564-6301
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH A COPY TO:
SCOTT N. GIERKE
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Notes and Warrants to Purchase Senior
Notes........................................... $400,000,000 100% $400,000,000 $137,932.00
- ------------------------------------------------------------------------------------------------------------
Guarantees........................................ (2) (2) (2) (2)
============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee. Any
offering of Senior Notes or Warrants denominated in any foreign currency or
foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such Senior Notes
or Warrants from the Registrant.
(2) Not Applicable.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED NOVEMBER 23, 1994

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
SENIOR NOTES
AND
WARRANTS TO PURCHASE SENIOR NOTES

HOUSEHOLD INTERNATIONAL, INC.
GUARANTOR

Household International Netherlands B.V. (the "Company") from time to time
may offer one or more series of unsecured senior notes ("Debt Securities") and
warrants ("Warrants") to purchase Debt Securities (the Debt Securities and
Warrants being hereinafter collectively called the "Securities") having an
aggregate initial offering price of up to U.S. $400,000,000, or the equivalent
thereof if any of the Securities are denominated in a foreign currency or a
foreign currency unit. All Debt Securities will be unconditionally guaranteed as
to payment of principal, premium, if any, and interest by Household
International, Inc. ("Household International"). The guarantees of the Debt
Securities (the "Guarantees") will constitute unsecured obligations of Household
International and will rank on a parity with other unsecured senior indebtedness
of Household International. The Debt Securities will be offered as separate
series in amounts, at prices and on terms to be determined at the time of sale
and to be set forth in supplements to this Prospectus ("Prospectus Supplement").
The Debt Securities and Warrants may be sold for U.S. dollars, foreign
currencies or foreign currency units, and the principal of and any interest on
the Debt Securities may be payable in U.S. dollars, foreign currencies or
foreign currency units. Unless otherwise specified in the Prospectus Supplement,
the Debt Securities will be issued only in denominations of U.S. $100,000, or
the equivalent thereof, or any amount in excess thereof which is an integral
multiple of U.S. $1,000. The specific designation, aggregate principal amount,
the currency or currency unit for which the Securities may be purchased, the
currency or currency unit in which the principal and any interest is payable,
the rate (or method of calculation) and time of payment of any interest,
authorized denominations, maturity, offering price, any redemption terms or
other specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the Prospectus Supplement. With regard to
the Warrants, if any, in respect of which this Prospectus is being delivered,
the Prospectus Supplement sets forth a description of the Debt Securities for
which each Warrant is exercisable and the offering price, if any, exercise
price, duration, detachability and other terms of the Warrants.

The Company may sell Securities through underwriting syndicates led by one
or more managing underwriters or through one or more underwriting firms acting
alone, to or through dealers, acting as principals for their own account or as
agents, and also may sell Securities directly to other purchasers. See "Plan of
Distribution". The names of any underwriters or agents involved in the sale of
the Securities in respect to which this Prospectus is being delivered and their
compensation will be set forth in the Prospectus Supplement.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 3

AVAILABLE INFORMATION

The Company and Household International have filed with the Securities and
Exchange Commission (the "Commission") a combined registration statement on Form
S-3 (the "Registration Statement," which term encompasses any amendments
thereof) under the Securities Act of 1933, as amended, with respect to the
Securities and the Guarantees offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto to which reference is hereby made. Statements or extracts
presented in this Prospectus from financial statements, contracts, agreements or
other documents are not necessarily complete. With respect to each such
statement or extract, reference is hereby made to the appropriate financial
statement, contract, agreement or other document for a more complete description
of the matter involved. All information concerning the Company contained herein
has been furnished by the Company and all information concerning Household
International has been furnished by Household International.

The Company and Household International are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith each files applicable reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at the Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy
statements and other material concerning Household International can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, and the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605.

The Company is not required to send an annual report to its security
holders. However, the Company will, upon request, send to any holder of the
Securities its latest Annual Reports on Form 10-K, as filed with the Commission.
In addition, although Household International is not required to send a copy of
its latest Annual Report to Shareholders to holders of the Securities, Household
International will, upon request, send to any holder of Securities a copy of its
latest Annual Report to Shareholders, as filed with the Commission. Both the
Annual Report on Form 10-K of the Company and the Annual Report to Shareholders
of Household International will contain financial information that has been
examined and reported upon, with an opinion expressed, by independent certified
public accountants.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company (File No. 33-50351)
and Household International (File No. 1-8198) with the Commission pursuant to
the Exchange Act and are incorporated herein by reference and made a part of
this Prospectus:

(a) The Company's and Household International's Annual Reports on Form
10-K for the fiscal year ended December 31, 1993;

(b) The Company's and Household International's Quarterly Reports on
Form 10-Q for the quarters ended March 31, June 30, and September 30, 1994;
and

(c) Household International's Current Reports on Form 8-K dated
February 1, May 11, June 28, August 8, August 10 and October 11, 1994.

All documents filed by Household International or the Company, as the case
may be, with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
herein by reference and made a part of this Prospectus from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

THE COMPANY AND HOUSEHOLD INTERNATIONAL WILL PROVIDE WITHOUT CHARGE TO EACH
PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE).
REQUESTS SHOULD BE DIRECTED TO:
HOUSEHOLD INTERNATIONAL, INC.
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
ATTENTION: OFFICE OF THE SECRETARY
TELEPHONE: 708-564-6989

2
<PAGE> 4

HOUSEHOLD INTERNATIONAL

Household International was formed in 1981 as a holding company for various
subsidiaries which operated in the financial services, manufacturing,
transportation and merchandising industries. In 1985 Household International
initiated a restructuring program that has resulted in the disposition of its
merchandising, transportation and manufacturing businesses. This has enabled
Household International to focus its resources in the financial services
industry through the operation of businesses involved in finance and banking,
and insurance. Household International's principal executive office is located
at 2700 Sanders Road, Prospect Heights, Illinois 60070 (telephone:
708-564-5000).

The finance and banking business of Household International is the largest
segment of Household International's operations. Through subsidiaries, such as
Household Finance Corporation ("HFC"), Household Bank, f.s.b., Household Credit
Services, Inc., Household Retail Services, Inc., Household Bank (Illinois),
National Association, Household Financial Corporation Limited, Household Trust
Company and HFC Bank plc, Household International offers numerous consumer
finance products, including mortgages, home equity credit lines, revolving and
closed-end unsecured personal loans, private label credit cards, and VISA* and
MasterCard* credit cards. Also, in conjunction with its consumer finance
business, and where applicable laws permit, Household International makes credit
life, credit accident and health, household contents, and term insurance
available to its customers. This insurance is generally directly written by or
reinsured with Household International's insurance subsidiary, Alexander
Hamilton Life Insurance Company of America ("Alexander Hamilton").

Household International has included its ongoing commercial finance
operations in the finance and banking segment. These operations are generally
administered by Household Commercial Financial Services, Inc. ("Household
Commercial"), a subsidiary of HFC. Products offered by Household Commercial
include loan and lease financing to businesses for capital equipment, including
aircraft and other transportation equipment, and specialized secured corporate
loans. In addition, Household Commercial also invests in publicly issued or
privately placed term preferred stocks of unaffiliated entities.

Household International's individual life insurance products are offered by
Alexander Hamilton. These products include universal life, whole life and term
insurance policies, as well as annuity products, and are sold through a network
of independent agents in the United States.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

The Company was organized under the Dutch Civil Code on September 14, 1990.
The Company is a wholly-owned indirect subsidiary of Household International
(U.K.) Limited ("U.K. Limited"), which is an indirect subsidiary of Household
International and a holding company for all operations of Household
International in the United Kingdom. The Company was organized solely to serve
as a source of financing, directly or indirectly, for HFC Bank plc. HFC Bank
plc, is also a wholly-owned subsidiary of U.K. Limited and is the principal
operating subsidiary of Household International in the United Kingdom.

The registered office of the Company is at Hoekenrode 6, 1102 BR,
Amsterdam, Netherlands. The Company's telephone number is 31-20-6298033. The
Company's principal business activity has been and will be to provide funds to
HFC Bank plc for general corporate purposes.

The enforcement by investors of civil liabilities under U.S. federal
securities laws may be affected adversely by the fact that the Company is
incorporated or organized under the laws of the Netherlands, that some or all of
its officers and directors may be residents of the Netherlands and that all or a
substantial portion of the assets of the Company and of those persons may be
located outside the United States.

USE OF PROCEEDS

The Company will loan the net proceeds from the sale of the Securities to
HFC Bank plc to be used for general corporate purposes, including to fund
extensions of credit to its subsidiaries and to consumers in the United Kingdom;
to reduce other outstanding indebtedness (which may include indebtedness owed to
its affiliates, including Household International); or to fund acquisitions of
other companies or portfolios.

- ---------------
* VISA and MasterCard are registered trademarks of VISA, USA, Inc. and
MasterCard International Incorporated, respectively.

3
<PAGE> 5

SELECTED FINANCIAL INFORMATION
OF HOUSEHOLD INTERNATIONAL, INC.

Due to the limited nature of the Company's operations and the full and
unconditional guaranty of the Securities by Household International, the Company
and Household International have determined that the financial statements of the
Company are not material to the offerings made hereby.

The financial information which is set forth below for the three years
ended December 31, 1993 has been derived from the financial statements of
Household International which have been audited by Arthur Andersen LLP,
independent certified public accountants. All financial information of Household
International and subsidiaries presented below should be read in conjunction
with the detailed financial statements included in documents on file with the
Commission and listed under "Incorporation of Certain Documents by Reference".
The results of operations of Household International and subsidiaries for the
nine month periods ended September 30, 1994 and 1993 reflect all adjustments of
a normal recurring nature which are, in the opinion of Household International's
management, necessary for a fair statement of the results for the interim period
and such results are not necessarily indicative of the results of operations
that may be expected for the entire year. In addition, certain prior period
amounts have been reclassified to conform with the current period's
presentation. All dollar amounts stated below are in millions of U.S. dollars.

<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- --------------------------------
1994 1993 1993 1992 1991
-------- -------- -------- -------- --------
STATEMENT OF INCOME DATA:
<S> <C> <C> <C> <C> <C>
Finance income................................... $1,945.6 $1,932.9 $2,561.4 $2,584.4 $3,037.5
Interest income from noninsurance investment
securities..................................... 90.7 101.8 129.3 152.8 187.4
Interest expense................................. 878.6 878.2 1,149.5 1,420.2 1,886.9
-------- -------- -------- -------- --------
Interest margin.................................. 1,157.7 1,156.5 1,541.2 1,317.0 1,338.0
Provision for credit losses on owned
receivables.................................... 502.2 561.1 735.8 671.5 843.2
-------- -------- -------- -------- --------
Interest margin after provision for credit
losses......................................... 655.5 595.4 805.4 645.5 494.8
-------- -------- -------- -------- --------
Securitization and servicing fee income.......... 520.9 301.3 460.0 376.0 398.3
Insurance premiums and contract revenues......... 196.1 216.0 288.3 281.2 288.4
Investment income................................ 388.1 441.7 574.0 523.7 471.5
Fee income....................................... 193.9 219.8 292.6 164.5 104.0
Other income..................................... 68.2 98.5 148.9 98.0 106.8
-------- -------- -------- -------- --------
Other revenues................................... 1,367.2 1,277.3 1,763.8 1,443.4 1,369.0
-------- -------- -------- -------- --------
Interest margin after provision for credit losses
and other revenues............................. 2,022.7 1,872.7 2,569.2 2,088.9 1,863.8
-------- -------- -------- -------- --------
Salaries and fringe benefits..................... 497.0 450.8 615.4 535.9 489.7
Other operating expenses......................... 799.7 707.6 964.0 761.1 702.1
Policyholders' benefits.......................... 343.9 405.4 539.1 513.9 472.2
-------- -------- -------- -------- --------
Total costs and expenses......................... 1,640.6 1,563.8 2,118.5 1,810.9 1,664.0
-------- -------- -------- -------- --------
Income before income taxes....................... 382.1 308.9 450.7 278.0 199.8
Income taxes..................................... 125.5 103.2 152.0 87.1 50.0
-------- -------- -------- -------- --------
Net income....................................... $ 256.6 $ 205.7 $ 298.7 $ 190.9 $ 149.8
======== ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
-------------- -----------------------------------
1994 1993 1992 1991
-------------- --------- --------- ---------
PERIOD END BALANCE SHEET DATA:
<S> <C> <C> <C> <C>
Total assets........................................ $ 34,804.5 $32,961.5 $31.128.4 $29,982.3
Total debt.......................................... 23,824.8 22,272.0 22,298.0 21,906.5
Deposits............................................ 7,490.9 7,516.1 8,030.3 7,969.6
Convertible preferred stock subject to mandatory
redemption........................................ 3.7 19.3 36.0 54.4
Preferred stock..................................... 320.0 320.0 300.0 250.0
Common shareholders' equity......................... $ 2,122.1 $ 2,078.3 $ 1,545.6 $ 1,462.1
</TABLE>

4
<PAGE> 6

RATIOS OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for Household International for the
periods indicated below were as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Household International and subsidiaries......... 1.42 1.34 1.38 1.19 1.10 1.17 1.19
</TABLE>

For purposes of calculating the ratio, earnings consist of income from
continuing operations to which has been added income taxes and fixed charges.
For Household International, fixed charges consist of interest on all
indebtedness (including capitalized interest) and one-third of rental expense
(approximate portion representing interest).

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent to which
such general terms and provisions may apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.

GENERAL

The Offered Debt Securities will constitute unsecured senior debt of the
Company, will rank on a parity with other unsecured senior debt of the Company
and will be unconditionally guaranteed as to payment of principal, interest and
premium, if any, by Household International. The Offered Debt Securities will be
issued under one of two indentures specified elsewhere herein (the
"Indentures"). Copies of the forms of the Indentures are filed as exhibits to
the Registration Statement which registers the Securities and the Guarantees
with the Commission. The following summaries do not purport to be complete and,
where particular provisions of the Indentures are referred to, such provisions,
including definitions of certain terms, are incorporated by reference as part of
such summaries, which are qualified in their entirety by such reference.

The Indentures provide that Debt Securities may be issued thereunder from
time to time in one or more series and do not limit the aggregate principal
amount of the Debt Securities, except as may be otherwise provided with respect
to any particular series of Offered Debt Securities.

Unless otherwise indicated in the Prospectus Supplement with respect to any
particular series of Offered Debt Securities, the Debt Securities will be issued
in definitive registered form without coupons, will be exchangeable for
authorized denominations and will be transferable at any time or from time to
time. No charge will be made to any Holder for any exchange or registration of
transfer except for any tax or governmental charge incident thereto.

Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms and other
information to the extent applicable with respect to the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the price
(expressed as a percentage of the aggregate principal amount thereof) the
Company will be paid for the Offered Debt Securities and the initial offering
price, if any, at which the Offered Debt Securities will be offered to the
public; (4) the currency, currencies or currency units for which the Offered
Debt Securities may be purchased and the currency, currencies or currency units
in which the principal of and any interest on such Offered Debt Securities may
be payable; (5) the date or dates on which the Offered Debt Securities will
mature; (6) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest, if any; (7) the date from
which such interest, if any, on the Offered Debt Securities will accrue, the
dates on which such interest, if any, will be payable, the date on which payment
of such interest, if any, will commence and the Regular Record Dates for such
Interest Payment Dates, if any; (8) the dates, if any, on which and the price or
prices at which the

5
<PAGE> 7

Offered Debt Securities will, pursuant to any mandatory sinking fund provisions,
or may, pursuant to any optional sinking fund or purchase fund provisions, be
redeemed by the Company and the other detailed terms and provisions of such
sinking and/or purchase funds; (9) the date, if any, after which and the price
or prices at which the Offered Debt Securities may, pursuant to any optional
redemption provisions, be redeemed at the option of the Company or of the Holder
thereof and the other detailed terms and provisions of such optional redemption;
(10) the securities exchange, if any, on which the Offered Debt Securities will
be listed; and (11) additional provisions, if any, with respect to the Offered
Debt Securities. With respect to Offered Debt Securities sold through dealers
acting as agents, however, the maturities and interest rates of such Offered
Debt Securities may be established by the Company from time to time and, if not
set forth in the Prospectus Supplement relating thereto, will be made available
through such dealers.

If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Debt Securities and such currencies or currency
units will be set forth in the Prospectus Supplement relating thereto.

Debt Securities may be issued as Original Issue Discount Securities to be
offered and sold at a discount below their stated principal amount. "Original
Issue Discount Securities" means any Debt Securities that provide for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof upon the occurrence of an Event of
Default and the continuance thereof. As used in the following summary of certain
terms of the Debt Securities, the term "principal amount" means, in the case of
any Original Issue Discount Security, the amount that would then be due and
payable upon acceleration of the maturity thereof, as specified in such Debt
Securities.

GUARANTEES

Household International will unconditionally guarantee the due and punctual
payment of the principal of, premium, if any, and interest on the Debt
Securities when and as the same shall become due and payable, whether at
maturity, upon redemption or otherwise. The Guarantees are unsecured obligations
of Household International and will rank equally with all other unsecured and
unsubordinated obligations of Household International. The Guarantees provide
that in the event of a default in payment of principal, premium, if any, or
interest on a Debt Security, the Holder of the Debt Security may institute legal
proceedings directly against Household International to enforce the Guarantee
without first proceeding against the Company. The Indentures provide that
Household International may, without the consent of any Holder, under certain
circumstances assume all rights and obligations of the Company under the
Indentures with respect to a series of Debt Securities. Upon such an assumption,
the Company shall be released from its liabilities with respect to such series
of Debt Securities. (Section 2.12)

Household International is principally a holding company whose primary
source of funds is dividends from its subsidiaries. Dividend distributions to
Household International from its savings and loan, banking and insurance
subsidiaries may be restricted by federal and state laws and regulations.
Dividend distributions from its foreign subsidiaries, including the Company, may
also be restricted by exchange controls of the country in which the subsidiary
is located. Also, as a holding company the rights of any creditors or
stockholders of Household International to participate in the assets of any
subsidiary upon the latter's liquidation or recapitalization will be subject to
the prior claims of the subsidiary's creditors, except to the extent that
Household International may itself be a creditor with recognized claims against
the subsidiary. Nevertheless, there are no restrictions that currently
materially limit Household International's ability to make payments to its
creditors at current levels nor are there any restrictions which Household
International reasonably believes are likely to limit materially such payments
in the future.

INDENTURES

Offered Debt Securities and the related Guarantees will be issued under (i)
an Indenture dated as of September 9, 1993, among the Company, Household
International and The First National Bank of Boston, as Trustee, or (ii) an
Indenture dated as of September 9, 1993, among the Company, Household
International and BankAmerica National Trust Company, as Trustee.

6
<PAGE> 8

Unless a different place is specified in the Prospectus Supplement with
respect to any particular series of Debt Securities, principal of and interest,
if any, on Debt Securities will be payable at the office or agency of the
respective Trustee or Paying Agent, if any, in either Canton, Massachusetts,
with respect to the Indenture with The First National Bank of Boston, or in New
York, New York, with respect to the Indenture with BankAmerica National Trust
Company, provided, however, that payment of interest may be made at the option
of the Company by check or draft mailed to the person entitled thereto.

COVENANT OF HOUSEHOLD INTERNATIONAL AGAINST CREATION OF PLEDGES OR LIENS

Household International covenants in the Indentures that, with the
exceptions listed below, it will not issue, assume or guarantee any indebtedness
for borrowed money secured by a mortgage, security interest, pledge or lien
("security interest") of or upon any of its property, now owned or hereafter
acquired, unless the Guarantees, by supplemental indenture, are effectively
secured by such security interest equally and ratably with all other
indebtedness secured thereby. The term "indebtedness for borrowed money" does
not include any guarantee or other recourse obligation in connection with the
sale or discount by Household International or any of its subsidiaries of
finance or accounts receivable, trade acceptances, or other paper arising in the
ordinary course of its business.

The foregoing covenant does not apply to (a) security interests to secure
the payment of the purchase price on property, shares of capital stock, or
indebtedness acquired by Household International or the cost of construction or
improvement of such property or the refinancing of all or any part of such
secured indebtedness, provided that such security interests do not apply to any
other property, shares of capital stock, or indebtedness of Household
International; (b) security interests on property, shares of capital stock, or
indebtedness existing at the time of acquisition by Household International; (c)
security interests on property of a corporation which security interests exist
at the time such corporation merges or consolidates with or into Household
International or which security interests exist at the time of the sale or
transfer of all or substantially all of the assets of such corporation to
Household International; (d) security interests of Household International to
secure any of its indebtedness to a subsidiary; (e) security interests in
property of Household International in favor of the United States of America or
any state or agency or instrumentality thereof, or in favor of any other country
or political subdivision, to secure partial, progress, advance, or other
payments pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price or
the cost of construction of the property subject to such security interests; (f)
security interests on properties financed through tax exempt municipal
obligations, provided that such security interests are limited to the property
so financed; (g) security interests existing on September 9, 1993; and (h) any
extension, renewal, refunding, or replacement (or successive extensions,
renewals, refundings, or replacements), in whole or in part, of any security
interest referred to in the foregoing clauses (a) through (g) inclusive,
provided, however, that the principal amount of indebtedness secured in such
extension, renewal, refunding, or replacement does not exceed the principal
amount of indebtedness secured at the time by such security interest, and
provided further, that such extension, renewal, refunding, or replacement of
such security interest is limited to all or part of the property subject to such
security interest so extended, renewed, refunded, or replaced.

Notwithstanding the foregoing, Household International may, without equally
and ratably securing the Guarantees, issue, assume, or guarantee indebtedness
secured by a security interest not excepted pursuant to clauses (a) through (h)
above, if the aggregate amount of such indebtedness, together with all other
indebtedness of, or guaranteed by, Household International existing at such time
and secured by security interests not so excepted, does not at the time exceed
10% of Household International's Consolidated Net Worth. As used herein,
"Consolidated Net Worth" shall mean the difference between Household
International's consolidated assets and consolidated liabilities as shown on
Household International's most recent audited consolidated financial statements
prepared in accordance with United States generally accepted accounting
principles. In addition, an arrangement with any person providing for the
leasing by Household International of any property, which property has been or
is to be sold or transferred by Household International to such person with the
intention that such property be leased back to Household International, shall
not be deemed to create any indebtedness secured by a security interest if the
obligation with respect to such lease would not be included as liabilities on a
consolidated balance sheet of Household International. The Holders of not less
than a majority in principal amount of the Debt Securities at the time
outstanding under an

7
<PAGE> 9

Indenture, on behalf of the Holders of all of the Debt Securities issued under
such Indenture, may waive compliance with the foregoing covenant. (Section 4.04)

SATISFACTION, DISCHARGE AND DEFEASANCE OF THE INDENTURES AND DEBT SECURITIES

If there is deposited irrevocably with the Trustee as trust funds for the
benefit of the Holders of Debt Securities of a particular series, for the
purpose hereinafter stated, an amount, in money or the equivalent in securities
of the United States or securities the principal of and interest on which is
fully guaranteed by the United States, sufficient to pay the principal, premium,
if any, and interest, if any, on such series of Debt Securities on the dates
such payments are due in accordance with the terms of such series of Debt
Securities through their maturity, and if the Company has paid or caused to be
paid all other sums payable by it under the applicable Indenture with respect to
such series, then the Company will be deemed to have satisfied and discharged
the entire indebtedness represented by such series of Debt Securities and all
the obligations of the Company and Household International under such Indenture
with respect to such series, except as otherwise provided in such Indenture. In
the event of any such defeasance, Holders of such Debt Securities will be able
to look only to such trust funds for payment of principal, premium, if any, and
interest, if any, on their Debt Securities. (Section 7.03)

For federal income tax purposes, any such defeasance may be treated as a
taxable exchange of the related Debt Securities for an issue of obligations of
the trust or a direct interest in the cash and securities held in the trust. In
that case, Holders of such Debt Securities may recognize a gain or loss as if
the trust obligations or the cash or securities deposited, as the case may be,
had actually been received by them in exchange for their Debt Securities. Such
Holders thereafter would be required to include in income a share of the income,
gain or loss of the trust. The amount so required to be included in income could
be a different amount than would be includable in the absence of defeasance.
Prospectus investors are urged to consult their own tax advisors as to the
specific consequences to them of defeasance.

THE TRUSTEES

First National Bank of Boston and BankAmerica National Trust Company
provide lines of credit to Household International or its subsidiaries in the
normal course of business.

MODIFICATION OF INDENTURES

Each Indenture provides that the Holders of not less than a majority in
principal amount of each series of Debt Securities at the time outstanding under
such Indenture may enter into supplemental indentures for the purpose of
amending or modifying, in any manner, provisions of the Indenture or of any
supplemental indenture modifying the rights of Holders of such series of Debt
Securities. However, no such supplemental indenture, without the consent of the
Holder of each outstanding Debt Security affected thereby, shall, among other
things, (i) change the maturity of the principal of, or any installment of
interest on any Debt Security, or reduce the principal amount thereof or the
interest thereon or any premium payable upon the redemption thereof, or (ii)
reduce the aforesaid percentage of the Debt Securities, the consent of the
Holders of which is required for the execution of any such supplemental
indenture or for any waiver of compliance with any covenant or condition in such
Indenture. (Section 12.02)

Each Indenture may be amended or supplemented without the consent of any
Holder of Debt Securities under certain circumstances, including (i) to cure any
ambiguity, defect or inconsistency in the Indenture, any supplemental indenture,
or in the Debt Securities of any series; (ii) to evidence the succession of
another corporation to the Company or Household International and to provide for
the assumption of all the obligations of the Company or Household International
under the Indenture by such corporation; (iii) to provide for uncertificated
debt securities in addition to certificated debt securities; (iv) to make any
change that does not adversely affect the rights of Holders of Debt Securities
issued thereunder; (v) to provide for a new series of Debt Securities; or (vi)
to add to rights to Holders of Debt Securities or add additional Events of
Default. (Section 12.01)

8
<PAGE> 10

SUCCESSOR ENTITY

Household International may not consolidate with or merge into, or
transfer, sell or lease its properties and assets as, or substantially as, an
entirety to another entity unless the successor entity is a corporation
incorporated within the United States and, after giving effect thereto, no
default under the Indenture shall have occurred and be continuing. Thereafter,
except in the case of a lease, all obligations of Household International under
the Indenture terminate. (Sections 11.01 and 11.02)

The Indentures do not contain any covenants specifically designed to
protect Holders of Debt Securities against a reduction in the creditworthiness
of Household International or the Company in the event of a highly leveraged
transaction.

EVENTS OF DEFAULT

Each Indenture defines the following as Events of Default with respect to
any series of Debt Securities: default for 30 days in the payment of any
interest upon any Debt Security of such series issued under such Indenture;
default in the payment of any principal of or premium on any such Debt Security;
default for 30 days in the deposit of any sinking fund or similar payment for
such series of Debt Securities; default for 60 days after notice in the
performance of any other covenant in the Indenture; certain defaults for 30 days
after notice in the payment of principal or interest, or in the performance of
other covenants, with respect to borrowed money under another indenture in which
the Trustee for such Debt Securities is trustee which results in the principal
amount of such indebtedness becoming due and payable, prior to maturity, which
acceleration has not been rescinded or annulled; and certain events of
bankruptcy, insolvency or reorganization. The Company and Household
International are required to file with each Trustee annually an Officers'
Certificate as to the absence of certain defaults under the Indenture. (Sections
8.01, 3.06 and 4.05)

If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the Holders of
not less than 25% in principal amount of the outstanding Debt Securities of such
series by notice as provided in the Indenture may declare the principal amount
of all the Debt Securities of any such series to be due and payable immediately.
At any time after a declaration of acceleration with respect to Debt Securities
of any series has been made, but before a judgment or decree for payment of
money has been obtained by the Trustee, the Holders of not less than a majority
in principal amount of outstanding Debt Securities of such series may, under
certain circumstances, rescind or annul such declaration of acceleration.
(Section 8.02)

The Holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series may, on behalf of all Holders of Debt
Securities of such series, waive any past default under the Indenture and its
consequences with respect to Debt Securities of such series, except a default
(a) in the payment of principal of or premium, if any, or interest, if any, on
any Debt Securities of such series, or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each outstanding Debt Security of such series affected. (Section 8.13)

Each Indenture provides that the Trustee thereunder may withhold notice to
Holders of Debt Securities of any default (except in payment of the principal of
(or premium, if any) or interest on any Debt Security issued under such
Indenture or in the payment of any sinking fund or similar payment) if it
considers it in the interest of Holders of Debt Securities to do so. (Section
9.02)

Holders of Debt Securities may not enforce an Indenture except as provided
therein. (Section 8.07) Each Indenture provides that the Holders of a majority
in principal amount of the outstanding Debt Securities issued under such
Indenture have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee. (Section 8.12) The Trustee will not be required
to comply with any request or direction of Holders of Debt Securities pursuant
to the Indenture unless offered indemnity against costs and liabilities which
might be incurred by the Trustee as a result of such compliance. (Section
9.03(e))

9
<PAGE> 11

DESCRIPTION OF WARRANTS

The Company may issue, together with any Debt Securities offered by any
Prospectus Supplement or separately, Warrants for the purchase of other Debt
Securities. The Warrants are to be issued under warrant agreements (each a
"Warrant Agreement") to be entered into among the Company, Household
International and a bank or trust company, as warrant agent ("Warrant Agent"),
all as set forth in the Prospectus Supplement relating to the particular issue
of Warrants ("Offered Warrants"). A copy of the forms of Warrant Agreement,
including the form of warrant certificates representing the Warrants ("Warrant
Certificates"), reflecting the alternative provisions to be included in the
Warrant Agreements that will be entered into with respect to particular
offerings of Warrants, is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Warrant Agreement and the
Warrant Certificates do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the Warrant
Agreement and the Warrant Certificates, respectively, including the definitions
therein of certain terms.

GENERAL

The Prospectus Supplement will describe the terms of the Offered Warrants,
the Warrant Agreement relating to the Offered Warrants and the Warrant
Certificates representing the Offered Warrants, including the following: (1) the
designation, aggregate principal amount, and terms of the Debt Securities
purchasable upon exercise of the Offered Warrants; (2) the designation and terms
of any related Debt Securities with which the Offered Warrants are issued and
the number of Offered Warrants issued with each such Debt Security; (3) the
date, if any, on and after which the Offered Warrants and the related Offered
Debt Securities will be separately transferable; (4) the principal amount of
Debt Securities purchasable upon exercise of one Offered Warrant and the price
at which such principal amount of Debt Securities may be purchased upon such
exercise; (5) the date on which the right to exercise the Offered Warrants shall
commence and the date ("Expiration Date") on which such right shall expire; (6)
whether the Warrants represented by the Warrant Certificates will be issued in
registered or bearer form, and if registered, where they may be transferred and
registered; and (7) any other terms of the Offered Warrants.

Warrant Certificates will be exchangeable on the terms specified in the
Prospectus Supplement for new Warrant Certificates of different denominations,
and Warrants may be exercised at the corporate trust office of the Warrant Agent
or any other office indicated in the Prospectus Supplement. Prior to the
exercise of their Warrants, holders of Warrants will not have any of the rights
of holders of the Debt Securities purchasable upon such exercise and will not be
entitled to payments of principal of, premium, if any, or interest, if any, on
the Debt Securities purchasable upon such exercise.

EXERCISE OF WARRANTS

Each Offered Warrant will entitle the holder to purchase such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement relating
to the Offered Warrants by payment of such exercise price in full in the manner
specified in the Prospectus Supplement. Offered Warrants may be exercised at any
time up to the close of business on the Expiration Date set forth in the
Prospectus Supplement relating to the Offered Warrants. After the close of
business on the Expiration Date, unexercised Warrants will become void.

Upon receipt of payment of the exercise price and the Warrant Certificate
properly completed and duly executed at the corporate trust office of the
Warrant Agent or any other office indicated in the Prospectus Supplement, the
Company will, as soon as practicable, forward the Debt Securities purchasable
upon such exercise. If less than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.

PLAN OF DISTRIBUTION

The Company may sell the Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to a
single purchaser; or (iii) through agents. The Prospectus Supplement will set
forth the terms of the offering of the Offered Debt Securities and any Offered
Warrants

10
<PAGE> 12

(collectively, the "Offered Securities"), including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities
and the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, and any discounts and
commissions allowed or paid to dealers. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

If the Offered Securities are sold through underwriters, the Prospectus
Supplement relating thereto will describe the nature of the obligation of the
underwriters to take the Offered Securities. The Offered Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more underwriting firms
acting alone. The underwriter or underwriters with respect to a particular
underwritten offering of Offered Securities will be named in the Prospectus
Supplement relating to such offering, and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the Offered Securities if any are purchased.

The Offered Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement relating thereto.

Underwriters and agents who participate in the distribution of the Offered
Securities may be entitled under agreements which may be entered into by the
Company or Household International to indemnification by the Company and
Household International against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the underwriters or agents may be required to make in respect thereof.

If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Offered Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will not be subject to any conditions except that (i)
the purchase of the Offered Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject, and (ii) if the Offered Securities are also being sold to underwriters,
the Company shall have sold to such underwriters the Offered Securities not sold
for delayed delivery. The underwriters, dealers and such other persons will not
have any responsibility in respect to the validity or performance of such
contracts.

There can be no assurance that a secondary market will be created for the
Offered Securities or, if it is created, that it will continue.

ERISA MATTERS

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans ("Plans") that are
subject to ERISA and on persons who are fiduciaries with respect to such Plans.
In accordance with the ERISA's general fiduciary requirements, a fiduciary with
respect to any such Plan who is considering the purchase of Securities on behalf
of such Plan should determine whether such purchase is permitted under the
governing Plan documents and is prudent and appropriate for the Plan in view of
its overall investment policy and the composition and diversification of its
portfolio. Other provisions of ERISA and Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), prohibit certain transactions between a
Plan and persons who have certain specified relationships to the Plan ("parties
in interest" within the meaning of ERISA or "disqualified persons" within the
meaning of Section 4975 of the Code). Thus, a Plan fiduciary considering the
purchase of Securities should consider whether such purchase might constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code.

11
<PAGE> 13

The Company or Household International may be considered a "party in
interest" or a "disqualified person" with respect to many Plans that are subject
to ERISA. The purchase of Securities by a Plan that is subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction provisions of
Section 4975 of the Code (including individual retirement accounts and other
plans described in Section 4975(c)(1) of the Code) and with respect to which the
Company or Household International is a party in interest or a disqualified
person may constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code, unless such Securities are acquired pursuant to and in
accordance with an applicable exemption, such as Prohibited Transaction Class
Exemption ("PTCE") 84-14 (an exemption for certain transactions determined by an
independent qualified professional asset manager), PTCE 80-51 (an exemption for
certain transactions involving bank collective investment funds) or PTCE 90-1
(an exemption for certain transactions involving insurance company pooled
separate accounts). Any pension or other employee benefit plan proposing to
acquire any Securities should consult with its counsel.

12
<PAGE> 14

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimated Expenses:

<TABLE>
<S> <C>
Printing & Engraving............................................... $ 75,000
Fees of Trustees................................................... 40,000
Accountants' Fees.................................................. 40,000
Blue Sky Qualification Fees........................................ 15,000
SEC Filing Fee..................................................... 137,932*
Rating Service Fees................................................ 500,000
Legal Fees......................................................... 20,000
Miscellaneous...................................................... 12,068
--------
Total......................................................... $840,000
========
</TABLE>

- ---------------
* Actual

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The General Corporation Law of Delaware (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Restated Certificate of
Incorporation, as amended, of Household International, Inc. ("Household
International"), contains a provision which eliminates directors' personal
liability as set forth above.

The General Corporation Law of Delaware (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes Household International to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other right to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or otherwise.

Household International's Restated Certificate of Incorporation, as
amended, provides for indemnification to the fullest extent as expressly
authorized by Section 145 of the General Corporation Law of Delaware for
directors, officers and employees of Household International and also to persons
who are serving at the request of Household International as directors, officers
or employees of other corporations (including subsidiaries such as Household
International Netherlands B.V.). This right of indemnification is not exclusive
of any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.

An agreement has been entered by ABN AMRO Trust Company (Nederland) B.V.
("ABN AMRO") and Household International Netherlands B.V. (the "Company") under
which the Company has agreed to indemnify ABN AMRO from liability arising from
its actions as Managing Director of the Company under a management agreement
between the Company and ABN AMRO. Under the management agreement, ABN AMRO will
provide certain services to the Company including: (i) maintenance of the
register of the Company, (ii) preparation and filing of records and returns as
required by Dutch law and (iii) maintenance of the registered office for service
of process. The indemnity provided by the Company is limited to instances in
which a claim or action against ABN AMRO does not arise out of willful
misconduct or gross negligence on

II-1
<PAGE> 15

the part of ABN AMRO. Household International has entered an agreement to
guarantee the obligations of the Company under the indemnification agreement
with ABN AMRO.

Household International has purchased liability policies which indemnify
its officers and directors, including those of the Company, against loss arising
from claims by reason of their legal liability for acts as officers, subject to
limitations and conditions as set forth in the policies.

Pursuant to agreements which Household International and the Company may
enter into with underwriters or agents (the form of which is included as an
exhibit to this Registration Statement), officers and directors of Household
International and the Company may be entitled to indemnification by such
underwriters or agents against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, arising from information appearing in
the Registration Statement or any Prospectus or Prospectus Supplement which has
been furnished to Household International and the Company by such underwriters
or agents.

ITEM 16. EXHIBITS.

<TABLE>
<S> <C>
1 Form of Underwriting Agreement.
4(a) Indenture dated as of September 9, 1993, among the Company, Household
International and The First National Bank of Boston, as Trustee.
4(b) Indenture dated as of September 9, 1993, among the Company, Household
International and BankAmerica National Trust Company, as Trustee (filing omitted
pursuant to Instruction 2 to Item 601 of Regulation S-K because exhibit is
substantially identical in all material respects to Exhibit 4(a), except as to
parties thereto).
4(c) Forms of Warrant Agreement, including form of Warrant Certificate.
5 Opinion and Consent of Mr. John W. Blenke, Assistant General Counsel and
Secretary of Household International.
12(a)* Statement on the Computation of Ratio of Earnings to Fixed Charges of Household
International.
23(a) Consent of Arthur Andersen LLP, Certified Public Accountants, for Household
International and the Company.
23(b) Consent of Mr. John W. Blenke, Assistant General Counsel and Secretary of
Household International, is contained in his opinion (Exhibit 5).
24 Powers of Attorney (included on Pages II-4 and II-6 hereof).
25(a) Statement of eligibility and qualification of The First National Bank of Boston.
25(b) Statement of eligibility and qualification of BankAmerica National Trust Company.
</TABLE>

- ---------------
* Incorporated by reference herein from Exhibit 12 to (i) the Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 and (ii) the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994, of Household
International (File No. 1-8198).

ITEM 17. UNDERTAKINGS.

The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made of
the Securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

II-2
<PAGE> 16

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrants pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

(2) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(3) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
Securities offered herein, and the offering of such Securities at that time
shall be deemed to be the initial bona fide offering thereof.

(4) To remove from registration by means of a post-effective amendment any
of the Securities being registered which remain unsold at the termination of the
offering.

(5) For the Company, to file a post-effective amendment to the Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.

The undersigned Registrants hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth or described in Item 15 of this
Registration Statement, or otherwise, the Registrants have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted against the Registrants by such director, officer or
controlling person, in connection with the Securities registered hereby, the
Registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 17

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE 23RD
DAY OF NOVEMBER, 1994.

HOUSEHOLD INTERNATIONAL, INC.

By: WILLIAM F. ALDINGER
--------------------------
William F. Aldinger
President and
Chief Executive Officer

Each person whose signature appears below constitutes and appoints J.W.
Blenke, L.S. Mattenson, J.M. Powell and P.D. Schwartz and each or any of them
(with full power to act alone), as his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her in
his/her name, place and stead, in any and all capacities, to sign and file, with
the Securities and Exchange Commission, any and all amendments (including
post-effective amendments) to the Registration Statement, granting unto each
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent or their substitute may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE 23RD DAY OF NOVEMBER, 1994.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<S> <C>

WILLIAM F. ALDINGER President, Chief Executive Officer and
- --------------------------------------------- Director
(William F. Aldinger) (as Principal Executive Officer)

DONALD C. CLARK Chairman of the Board and Director
- ---------------------------------------------
(Donald C. Clark)

ROBERT J. DARNALL Director
- ---------------------------------------------
(Robert J. Darnall)

GARY G. DILLON Director
- ---------------------------------------------
(Gary G. Dillon)

Director
- ---------------------------------------------
(Mary Johnston Evans)

CYRUS F. FREIDHEIM, JR. Director
- ---------------------------------------------
(Cyrus F. Freidheim, Jr.)

LOUIS E. LEVY Director
- ---------------------------------------------
(Louis E. Levy)
</TABLE>

II-4
<PAGE> 18

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<S> <C>
Director
- ---------------------------------------------
(George A. Lorch)

JOHN D. NICHOLS Director
- ---------------------------------------------
(John D. Nichols)

GORDON P. OSLER Director
- ---------------------------------------------
(Gordon P. Osler)

Director
- ---------------------------------------------
(James B. Pitblado)

ARTHUR E. RASMUSSEN Director
- ---------------------------------------------
(Arthur E. Rasmussen)

S. JAY STEWART Director
- ---------------------------------------------
(S. Jay Stewart)

LOUIS W. SULLIVAN Director
- ---------------------------------------------
(Louis W. Sullivan, M.D.)

RAYMOND C. TOWER Director
- ---------------------------------------------
(Raymond C. Tower)

DAVID A. SCHOENHOLZ Senior Vice President-Chief Financial Officer
- --------------------------------------------- (as Principal Accounting and Financial
(David A. Schoenholz) Officer)
</TABLE>

The Registrant reasonably believes that the security rating to be assigned
to the Securities registered hereunder will make the Securities "investment
grade securities" pursuant to Transaction Requirement B.2 of Form S-3.

II-5
<PAGE> 19

SIGNATURES

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By: JOHN W. BLENKE
--------------------
John W. Blenke
Chairman of the Board,
Chief Executive Officer and President

Each person whose signature appears below constitutes and appoints J.W.
Blenke, P.D. Schwartz, L.S. Mattenson and J.M. Powell and each or any of them
(with full power to act alone), as his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her in
his/her name, place and stead, in any and all capacities, to sign and file, with
the Securities and Exchange Commission, any and all amendments (including
post-effective amendments) to the Registration Statement, granting unto each
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent or their substitutes may
lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- ------------------------------------------------
<S> <C>

JOHN W. BLENKE Chairman of the Board, Chief Executive Officer,
- ------------------------------------------- President and Director (as Principal Executive
(John W. Blenke) Officer)

JOSEPH W. HOFF Vice President, Treasurer (as Principal
- ------------------------------------------- Financial Officer) and Director
(Joseph W. Hoff)

ALLARD J. LUGARD Managing Director
- -------------------------------------------
(Allard J. Lugard)
(Authorized Officer of
ABN AMRO Trust Company
(Nederland) B.V.)

DAVID A. SCHOENHOLZ Vice President and Controller (as Chief
- ------------------------------------------- Accounting Officer)
(David A. Schoenholz)
</TABLE>

II-6

<PAGE> 1

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

Debt Securities and Warrants to Purchase Debt Securities

HOUSEHOLD INTERNATIONAL, INC.
Guarantor

Underwriting Agreement

[Name(s) of Representative(s)]
[Address]

________________, 199__

Dear Sirs:

From time to time, Household International Netherlands B.V.
(the "Company") proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement" and together the "Pricing Agreements") in the form of Annex
I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the underwriters named in Schedule I to the applicable
Pricing Agreement (with respect to each such Pricing Agreement, the
"Underwriters") certain of its debt securities (the "Debt Securities") and, if
applicable, warrants to purchase Debt Securities (the "Warrants") specified in
Schedule II to such Pricing Agreement (with respect to each such Pricing
Agreement, the "Designated Debt Securities" and the "Designated Warrants").
The Debt Securities will be unconditionally guaranteed (the "Guarantees") as to
the payment of principal, premium, if any, and interest by Household
International, Inc. (the "Guarantor").

The terms and rights of any particular issuance of Designated
Debt Securities shall be as specified in the applicable Pricing Agreement and
in the indenture, as it may be supplemented from time to time (the
"Indenture"), identified in such Pricing Agreement. The terms and rights of
any particular issuance of Designated Warrants shall be as specified in the
applicable Pricing Agreement and in the warrant agreement (the "Warrant
Agreement") identified in such Pricing Agreement. Each Pricing Agreement shall
constitute an agreement by the Company, the Guarantor and the Underwriters to
be bound by all of the provisions of this Underwriting Agreement.

1. Particular sales of Designated Debt Securities and
Designated Warrants may be made from time to time to the Underwriters of such
Debt Securities and Warrants for whom the

<PAGE> 2
firms designated as representatives of the Underwriters of such Debt Securities
and Warrants in the Pricing Agreement relating thereto will act as
representatives (the "Representatives"). The term "Representatives" also
refers to a single firm acting as sole representative of the Underwriters and
to Underwriters who act without any firm being designated as their
representative. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Debt Securities or Warrants or as
an obligation of any of the Underwriters to purchase any of the Debt Securities
or Warrants. The obligation of the Company to issue and sell any of the Debt
Securities or Warrants shall be evidenced by the Pricing Agreement with respect
to the Designated Debt Securities and Designated Warrants specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of such
Designated Debt Securities and the number of Designated Warrants, the public
offering price of such Designated Debt Securities, the purchase price to the
Underwriters of such Designated Debt Securities, the names of the Underwriters
of such Designated Debt Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Debt Securities and
the number of Designated Warrants to be purchased by each Underwriter, whether
any of such Designated Debt Securities and Designated Warrants are to be
purchased from the Company pursuant to delayed delivery contracts on terms to
be specified in the Pricing Agreement and such contracts ("Delayed Delivery
Contracts") and shall set forth the date, time and manner of delivery of such
Designated Debt Securities and Designated Warrants and payment for such
Designated Debt Securities and Designated Warrants. The Pricing Agreement
shall also specify (to the extent not set forth in the registration statement
and prospectus with respect thereto) the terms of such Designated Debt
Securities and Designated Warrants. A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts), and may be evidenced by
an exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

2. The Company and the Guarantor jointly and severally
represent and warrant to, and agree with, each of the Underwriters that:

(a) A registration statement (Registration No. 33- )
in respect of the Debt Securities, the Warrants and the Guarantees has
been filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be delivered to
the Representatives and, excluding exhibits to such

-2-
<PAGE> 3
registration statement, but including all documents incorporated by
reference therein, to the Representatives for each of the other
Underwriters and such registration statement in such form has been
declared effective by the Commission and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement being hereinafter called a "Preliminary Prospectus"; such
registration statement, including all exhibits thereto but excluding
each Form T-1, as amended at the time such registration statement or
any part thereof became effective, being hereinafter called the
"Registration Statement"; the prospectus included in the Registration
Statement, in the form in which it has most recently been filed with,
or transmitted for filing to, the Commission pursuant to Rule 424 of
Regulation C on or prior to the date of this Agreement being
hereinafter called the "Prospectus"); any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents, if any, incorporated by reference therein
pursuant to the applicable form under the Securities Act of 1933, as
amended (the "Act"), as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and so incorporated by reference; and any reference to the Prospectus
as amended or supplemented shall be deemed to refer to the Prospectus
as amended or supplemented in relation to the applicable Designated
Debt Securities and Designated Warrants in the form in which it is
filed with the Commission pursuant to Rule 424 under the Act in
accordance with Section 5(a) hereof including any documents
incorporated by reference therein as of the date of such filing or
transmission;

(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with Commission,
as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a

-3-
<PAGE> 4
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the
Commission, as the case may be, will conform in all material respects
to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company or the Guarantor by an Underwriter
of Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;

(c) The Registration Statement and the Prospectus conform,
and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder; the Registration
Statement and any amendment thereof (including the filing of any
annual report on Form 10-K) at the time it became effective, did not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus, at the time the
Registration Statement became effective did not, as of the date hereof
does not and as of the Time of Delivery (as hereinafter defined) will
not, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
or the Guarantor by an Underwriter of Designated Debt Securities and
Designated Warrants through the Representatives expressly for use in
the

-4-
<PAGE> 5
Prospectus as amended or supplemented relating to such Debt Securities
and Warrants;

(d) The financial statements of the Guarantor included or
incorporated by reference in the Registration Statement present fairly
the financial position of the Guarantor and subsidiaries as of the
dates indicated and the results of operations and changes in financial
position for the periods specified, and said financial statements have
been prepared in conformity with generally accepted accounting
principles applied on a basis which is consistent in all material
respects during the periods involved;

(e) Since the date of the latest audited financial statements
in the Prospectus there has not been any material change in the
capital stock or long-term debt of the Guarantor (except for changes
resulting from the purchase by the Guarantor of its outstanding
securities for sinking fund purposes) or any material adverse change
in the general affairs or management or the consolidated financial
position, shareholders' equity or results of operations of the
Guarantor and its subsidiaries, taken as a whole, otherwise than as
set forth or contemplated in the Prospectus;

(f) The Guarantor and its significant subsidiaries, within
the meaning of Rule 1-02 of Regulation S-X under the Act (the
"Significant Subsidiaries") are validly organized and existing
corporations under the laws of their respective jurisdictions of
incorporation; and the Guarantor and its Significant Subsidiaries are
duly authorized to conduct in the various jurisdictions in which they
do business the respective businesses therein conducted by them as
described in the Prospectus, except where failure to be so authorized
or permitted will not have a material adverse effect on the business
or consolidated financial condition of the Guarantor and its
subsidiaries taken as a whole;

(g) There are no legal or governmental proceedings pending,
other than those referred to in the Prospectus, to which the Guarantor
or any of its subsidiaries is a party or of which any property of the
Guarantor or any of its subsidiaries is the subject, other than
proceedings which are not reasonably expected, individually or in the
aggregate, to have a

-5-
<PAGE> 6
material adverse effect on the consolidated financial position,
shareholders' equity or results of operations of the Guarantor and its
subsidiaries taken as a whole; and, to the best of the Company's and
the Guarantor's respective knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;

(h) The Debt Securities and the Warrants have been duly
authorized, and, when issued and delivered pursuant to this Agreement,
the Pricing Agreement and any Delayed Delivery Contracts will have
been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture and the Warrant
Agreement under which such Debt Securities and Warrants are to be
issued, the Indenture and the Warrant Agreement to be substantially in
the forms filed as exhibits to the Registration Statement; the
Guarantees of the Debt Securities have been duly authorized by the
necessary corporate action and, upon the execution, authentication,
issuance and delivery of the Debt Securities and payment therefor, the
Guarantees will be valid and binding obligations of the Guarantor; the
Indenture has been duly authorized and, when executed and delivered by
the Company, the Guarantor and the Trustee thereunder, the Indenture
will constitute a valid and legally binding instrument enforceable in
accordance with its terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general
principles of equity; and the Debt Securities, the Warrants, the
Guarantees, the Indenture and the Warrant Agreement conform to the
descriptions thereof in the Prospectus as originally filed with the
Commission, and will conform to the descriptions thereof in the
Prospectus as amended or supplemented;

(i) The issue and sale of the Debt Securities and the
Warrants and compliance by the Company with all of the provisions of
the Debt Securities, the Warrants, the Indenture, the Warrant
Agreement, this Agreement, any Pricing Agreement and any Delayed
Delivery Contracts will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company or any
of its subsidiaries pursuant to the terms of any indenture,

-6-
<PAGE> 7
mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries may be bound or to
which any of the property or assets of the Company or any of its
subsidiaries is subject (except for conflicts, breaches and defaults
which would not, individually or in the aggregate, be materially
adverse to the Company and its subsidiaries taken as a whole or
materially adverse to the transactions contemplated by this
Agreement), nor will such action result in any violation of the
provisions of the Certificate or Articles of Incorporation, as
amended, or the By-Laws of the Company or any of its subsidiaries or
any statute or any order, rule or regulation applicable to the Company
or any of its subsidiaries of any court or of any regulatory authority
or other governmental body having jurisdiction over the Company or any
of its subsidiaries; and no consent, approval, authorization, order,
registration or qualification of or with any court or any such
regulatory authority or other governmental body is required for the
issue and sale of the Debt Securities and the Warrants or the
consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities, the Warrants and
the Guarantees, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State
securities or Blue Sky laws in connection with the purchase and
distribution of the Debt Securities, the Warrants and the Guarantees
by the Underwriters; and

(j) The issue of the Guarantees and compliance by the
Guarantor with all of the provisions of the Guarantees, the Indenture,
this Agreement, any Pricing Agreement and any Delayed Delivery
Contracts will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
of the property or assets of the Guarantor or any of its subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Guarantor or
any of its subsidiaries is a party or by which the Guarantor or any of
its subsidiaries may be bound or to which any of the property or
assets of the Guarantor or any of its

-7-
<PAGE> 8
subsidiaries is subject (except for conflicts, breaches and defaults
which would not, individually or in the aggregate, be materially
adverse to the Guarantor and its subsidiaries taken as a whole or
materially adverse to the transactions contemplated by this
Agreement), nor will such action result in any violation of the
provisions of the Certificate or Articles of Incorporation, as
amended, or the By-Laws of the Guarantor or any of its subsidiaries or
any statute or any order, rule or regulation applicable to the
Guarantor or any of its subsidiaries of any court or of any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Guarantor or any of its subsidiaries; and no
consent, approval, authorization, order, registration or qualification
of or with any court or any such regulatory authority or other
governmental body is required for the issue of the Guarantees or the
consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities, the Warrants and
the Guarantees, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State
securities or Blue Sky laws in connection with the purchase and
distribution of the Debt Securities, the Warrants and the Guarantees
by the Underwriters; and

(k) Arthur Andersen & Co., who have certified certain
financial statements included or incorporated by reference in the
Registration Statement and the Prospectus, are independent public
accountants as required by the Act and the rules and regulations of
the Commission thereunder.

3. Upon the execution of the Pricing Agreement applicable to
any Designated Debt Securities and Designated Warrants and authorization by the
Representatives of the release of such Designated Debt Securities and
Designated Warrants, the several Underwriters propose to offer such Designated
Debt Securities and Designated Warrants for sale upon the terms and conditions
set forth in the Prospectus and any amendment or supplement thereto relating to
such Designated Debt Securities and Designated Warrants.

4. Designated Debt Securities and Designated Warrants to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in definitive form to the extent

-8-
<PAGE> 9
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Designated Debt
Securities and Designated Warrants.

5. The Company and the Guarantor hereby agree with each of
the Underwriters of any Designated Debt Securities and Designated Warrants:

(a) To make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after
the date of the Pricing Agreement relating to such Debt Securities and
Warrants and prior to the Time of Delivery for such Debt Securities
and Warrants which shall be disapproved by the Representatives
promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies
thereof and to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company or the
Guarantor with the Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Debt
Securities and Warrants, and during such same period to advise the
Representatives, promptly after receipt of notice thereof, of the time
when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed or transmitted for filing, of the issuance
by the Commission of any stop order or of any order preventing or
suspending the use of any Prospectus, of the suspension of the
qualification of such Debt Securities and Warrants or the Guarantees
for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request
by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information;
and in the event of the

-9-
<PAGE> 10
issuance of any such stop order or of any such order preventing or
suspending the use of any Prospectus or suspending any such
qualification, to use promptly their best efforts to obtain its
withdrawal;

(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Debt
Securities, Warrants and Guarantees for offering and sale under the
securities laws of such jurisdictions within the United States as the
Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Debt Securities, Warrants and Guarantees,
provided that in connection therewith neither the Company nor the
Guarantor shall be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;

(c) To furnish the Underwriters with copies of the Prospectus
as amended or supplemented in such quantities as the Representatives
may from time to time reasonably request, and, if the delivery of a
prospectus is required at any time in connection with the offering or
sale of such Debt Securities and Warrants and if at such time any
event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance;

(d) To make generally available to the Guarantor's security
holders as soon as practicable, but in any event not later than ninety
days after the

-10-
<PAGE> 11
close of the period covered thereby, an earnings statement of the
Guarantor and its subsidiaries (which need not be audited) complying
with Section 11(a) of the Act and covering a period of at least twelve
consecutive months beginning not later than the first day of the
fiscal quarter following the Time of Delivery; and

(e) During the period beginning from the date of the Pricing
Agreement for such Designated Debt Securities and Designated Warrants
and continuing to and including the later of (i) the termination of
trading restrictions on such Designated Debt Securities and Designated
Warrants, as notified to the Company or the Guarantor by the
Representatives and (ii) the Time of Delivery for such Designated Debt
Securities and Designated Warrants, not to offer, sell, contract to
sell or otherwise dispose of any debt securities of the Company or the
Guarantor (except for Debt Securities issued upon exercise of warrants
and except for debt securities of the Company which may be issued in
Canada) which mature more than nine months after such Time of Delivery
and which are substantially similar to such Designated Debt
Securities, without the prior written consent of the Representatives,
provided, however, that in no event shall the foregoing period extend
more than fifteen calendar days from the date of the Pricing
Agreement.

6. The Company and the Guarantor covenant and agree with the
several Underwriters that the Company or the Guarantor will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company's
and the Guarantor's respective counsel and accountants in connection with the
registration of the Debt Securities, the Warrants and the Guarantees under the
Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or reproducing this Agreement, any Pricing Agreement, any Delayed
Delivery Contract, any Indenture and supplements thereto, any Warrant Agreement
and amendments thereto, and any Blue Sky Survey and Legal Investment
Memorandum; (iii) all expenses in connection with the qualification of the Debt
Securities, the Warrants and the Guarantees for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky Survey and Legal Investment

-11-
<PAGE> 12
Memorandum; (iv) any fees charged by securities rating services for rating the
Debt Securities; (v) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of
the Debt Securities and the Warrants; (vi) the cost of preparing the Debt
Securities and the Warrants; (vii) the fees and expenses of any Trustee and any
agent of any Trustee, the fees and expenses of any warrant agent, and the fees
and disbursements of counsel for any Trustee or any warrant agent in connection
with any Indenture, Warrant Agreement, the Debt Securities and the Warrants;
and (viii) all other costs and expenses incident to the performance of their
respective obligations hereunder which are not otherwise specifically provided
for in this Section. It is understood, however, that, except as provided in
this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, transfer
taxes on resale of any of the Debt Securities or Warrants by them, and any
advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters of any Designated Debt
Securities and any Designated Warrants hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery for
such Designated Debt Securities and Designated Warrants, true and correct, the
condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery
for such Designated Debt Securities and Designated Warrants, with
respect to the incorporation of the Guarantor, the validity of the
Indenture, the Designated Debt Securities, the Designated Warrants,
the Guarantees, the Warrant Agreement, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request and such counsel shall have
received such papers and

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<PAGE> 13
information as they may reasonably request to enable them to pass upon
such matters;

(c) Counsel for the Company shall have furnished to you his
written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation;

(ii) The Company and its subsidiaries are duly
authorized to conduct in the various jurisdictions in which
they do business the respective businesses therein conducted
by them as described in the Prospectus, except where failure
to be so permitted or failure to be so authorized will not
have a material adverse effect on the business or consolidated
financial condition of the Company and its subsidiaries taken
as a whole;

(iii) This Agreement and the Pricing Agreement with
respect to the Designated Debt Securities and the Designated
Warrants have been duly authorized, executed and delivered by
the Company;

(iv) Each Delayed Delivery Contract has been duly
authorized, executed and delivered by the Company and is a
valid and legally binding agreement of the Company in
accordance with its terms;

(v) The Indenture and the Warrant Agreement have
been duly authorized, executed and delivered by the Company,
and constitute valid and legally binding instruments of the
Company enforceable in accordance with their respective terms
except as enforcement of the provisions thereof may be limited
by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights
or by general principles of equity;

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<PAGE> 14
(vi) The Designated Debt Securities and the
Designated Warrants have been duly authorized and executed
and, when the Designated Debt Securities and the Designated
Warrants have been duly authenticated, issued and delivered
against payment of the agreed consideration therefor, the
Designated Debt Securities and the Designated Warrants will
constitute valid and legally binding obligations of the
Company and, with like exception as noted in subdivision (vi)
above, will be entitled to the benefits provided by the
Indenture and the Warrant Agreement; and the Designated Debt
Securities, the Designated Warrants, the Indenture and the
Warrant Agreement conform to the descriptions thereof in the
Prospectus as amended or supplemented; and

(vii) The issue and sale of the Designated Debt
Securities and the Designated Warrants, and the compliance of
the Company with all of the provisions of the Designated Debt
Securities, the Designated Warrants, the Indenture, the
Warrant Agreement and this Agreement, will not conflict with
or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company or any of its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, or other agreement or instrument, known
to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries may be bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject
(except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the
Company and its subsidiaries taken as a whole or materially
adverse to the transactions contemplated by this Agreement),
nor will such action result in any violation of the provisions
of the Certificate or Articles of Incorporation, as amended,
or the By-Laws of the Company or any of its subsidiaries or,
to the best of such

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<PAGE> 15
counsel's knowledge, any statute or any order, rule or
regulation applicable to the Company or any of its
subsidiaries of any court or of any regulatory authority
or other governmental body having jurisdiction over the
Company or any of its subsidiaries; and no consent, approval,
authorization, order, registration or qualification of or with
any court or any such regulatory authority or other
governmental body is required for the issue and sale of the
Designated Debt Securities and Designated Warrants or the
consummation of the other transactions contemplated in this
Agreement and the Pricing Agreement, except the registration
under the Act of the Designated Debt Securities, the
Designated Warrants and the Guarantees, the qualification of
the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as
may be required under State securities or Blue Sky laws in
connection with the public offering of the Designated Debt
Securities, the Designated Warrants and the Guarantees by the
Underwriters;

(d) Counsel for the Guarantor shall have furnished to you his
written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) The Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware;

(ii) The Significant Subsidiaries of the Guarantor
are validly organized and existing corporations under the laws
of their respective jurisdictions of incorporation; and all of
the issued shares of capital stock of each Significant
Subsidiary have been duly and validly authorized and issued,
are fully paid and non-assessable and (other then certain
preferred shares issued by Household Finance Corporation and
Household Global Funding, Inc.) are owned directly or
indirectly by the Guarantor, free and clear

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<PAGE> 16
of all liens, encumbrances, equities or claims;

(iii) The Guarantor and its Significant Subsidiaries
are duly authorized to conduct in the various jurisdictions in
which they do business the respective businesses therein
conducted by them as described in the Prospectus, except where
failure to be so permitted or failure to be so authorized will
not have a material adverse effect on the business or
consolidated financial condition of the Guarantor and its
subsidiaries taken as a whole;

(iv) The Guarantor has an authorized capitalization
as set forth in the Prospectus as amended or supplemented and
all of the outstanding shares of its common and preferred
stock have been duly and validly authorized and issued and are
fully paid and nonassessable;

(v) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending, other than
those referred to in the Prospectus or the documents
incorporated therein by reference, to which the Guarantor or
any of its subsidiaries is a party or of which any property of
the Guarantor or any of its subsidiaries is the subject which
individually or in the aggregate is material, and, to the best
of such counsel's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or
threatened by others;

(vi) This Agreement and the Pricing Agreement with
respect to the Designated Debt Securities and the Designated
Warrants have been duly authorized, executed and delivered by
the Guarantor;

(vii) The Indenture has been duly authorized,
executed and delivered by the Guarantor, and constitutes a
valid and legally binding instrument of the Guarantor
enforceable in accordance with its terms except as enforcement
of the provisions

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<PAGE> 17
thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the
enforcement of creditors' rights or by general principles of
equity; the Indenture has been duly qualified under the Trust
Indenture Act; and all taxes and fees required to be paid with
respect to the execution of the Indenture and the issuance of
the Designated Debt Securities, and the related Guarantees
have been paid;

(viii) The Guarantees with respect to the Designated
Debt Securities have been duly authorized and, when the
Designated Debt Securities to which they relate have been duly
authenticated, issued and delivered against payment of the
agreed consideration therefor, the Guarantees will constitute
valid and legally binding obligations of the Guarantor and,
with like exception as noted in subdivision (vii) above, will
be entitled to the benefits provided by the Indenture; and the
Guarantees and the Indenture conform to the descriptions
thereof in the Prospectus as amended or supplemented;

(ix) The issue of the Guarantees and the compliance
of the Guarantor with all of the provisions of the Guarantees,
the Indenture and this Agreement, will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Guarantor or any of its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, or other agreement or instrument, known
to such counsel to which the Guarantor or any of its
subsidiaries is a party or by which the Guarantor or any of
its subsidiaries may be bound or to which any of the property
or assets of the Guarantor or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which
would not, individually or in the aggregate, be materially
adverse to the Guarantor and its subsidiaries taken as a whole
or materially adverse to the transactions contemplated by

-17-
<PAGE> 18
this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Guarantor or
any of its subsidiaries or, to the best of such counsel's
knowledge, any statute or any order, rule or regulation
applicable to the Guarantor or any of its subsidiaries of any
court or of any Federal, State or other regulatory authority
or other governmental body having jurisdiction over the
Guarantor or any of its subsidiaries; and no consent,
approval, authorization, order, registration or qualification
of or with any court or any such regulatory authority or other
governmental body is required for the issue of the Guarantee
or the consummation of the other transactions contemplated in
this Agreement and the Pricing Agreement, except the
registration under the Act of the Designated Debt Securities
and the Guarantees, the qualification of the Indenture under
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under State securities or Blue Sky laws in connection
with the public offering of the Designated Debt Securities and
the Guarantees by the Underwriters;

(x) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the
financial statements and related schedules therein, as to
which such counsel need express no opinion), when they became
effective or were filed with the Commission, as the case may
be, complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder;
and such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the
case may be, contained, in the case of documents which became
effective under the Act, an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and, in

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<PAGE> 19
the case of documents which were filed under the
Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading;

(xi) The Registration Statement has become and is
now effective under the Act and, to the best of such counsel's
knowledge, no proceedings for a stop order in respect of the
Registration Statement are pending or threatened under Section
8(d) or 8(e) of the Act; and

(xii) The Registration Statement and the Prospectus
as amended or supplemented and any further amendments and
supplements thereto made by the Company or the Guarantor prior
to the Time of Delivery for the Designated Debt Securities
(other than the financial statements and related schedules
therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the
rules and regulations thereunder; such counsel has no reason
to believe that either the Registration Statement or any
amendment thereof (including the filing of any annual report
on Form 10-K) at the time it became effective contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus as amended or supplemented at the time it was filed
or transmitted for filing pursuant to Rule 424 under the Act
contained or as amended or supplemented at the Time of
Delivery contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
such counsel does not know of any contracts required to be
filed with the

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<PAGE> 20
Registration Statement which are not so filed;

(e) At the Time of Delivery for the Designated Debt
Securities and the Designated Warrants, the independent accountants of
the Guarantor who have certified the financial statements of the
Guarantor and its subsidiaries included or incorporated by reference
in the Registration Statement shall have furnished to the
Representatives a letter or letters, dated such Time of Delivery, in
form and substance satisfactory to the Representatives, and as to such
matters as the Representatives may reasonably request;

(f)(i) The Guarantor and its subsidiaries taken as a whole
shall not have sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus as amended or supplemented any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree and (ii)
since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any
material change in the general affairs or management, or the
consolidated financial position, stockholders' equity or results of
operations of the Guarantor and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which in any such case
described in clause (i) or (ii) is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Debt Securities and the Designated Warrants on the terms
and in the manner contemplated in the Prospectus as amended or
supplemented;

(g) Subsequent to the date of the Pricing Agreement relating
to the Designated Debt Securities and the Designated Warrants no
downgrading shall have occurred in any of the respective ratings
accorded the Company's or the Guarantor's senior debt securities by
any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g) of the
Act;

(h) Subsequent to the date of the Pricing Agreement relating
to the Designated Debt Securities

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<PAGE> 21
and the Designated Warrants there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
material escalation of hostilities or the declaration of a national
emergency or war, if the effect of any such event specified in this
clause (iii) in the reasonable judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public offering or
the delivery of the Designated Debt Securities and the Designated
Warrants on the terms and in the manner contemplated in the Prospectus
as amended or supplemented; and

(i) The Company and the Guarantor shall have furnished or
caused to be furnished to the Representatives at the Time of Delivery
for the Designated Debt Securities and the Designated Warrants
certificates of officers of the Company and the Guarantor,
respectively, satisfactory to the Representatives as to the accuracy
of the representations and warranties of the Company and the Guarantor
herein at and as of such Time of Delivery (provided that, each
representation and warranty which refers to the Prospectus in Section
2 hereof shall be in relation to the Prospectus as amended or
supplemented relating to the Designated Debt Securities and the
Designated Warrants), as to the performance by the Company or the
Guarantor, as applicable, of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, and as to such other
matters as the Representatives may reasonably request.

8. (a) The Company and the Guarantor jointly and severally
will indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, Preliminary Prospectus Supplement, the Registration
Statement, the Prospectus or the Prospectus as amended or supplemented, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each

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<PAGE> 22
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim, as such expenses are incurred; provided, however, that the Company and
the Guarantor shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, Preliminary Prospectus Supplement, the Registration
Statement, the Prospectus or the Prospectus as amended or supplemented or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Underwriter of
Designated Debt Securities and Designated Warrants through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities.

(b) Each Underwriter will indemnify and hold harmless the
Company and the Guarantor against any losses, claims, damages or liabilities to
which the Company or the Guarantor may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any Preliminary Prospectus Supplement, the Registration Statement,
the Prospectus or the Prospectus as amended or supplemented, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any Preliminary Prospectus Supplement, the Registration Statement,
the Prospectus or the Prospectus as amended or supplemented, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company and the Guarantor for any legal or other expenses reasonably incurred
by such entity in connection with investigating or defending any such action or
claim, as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the

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<PAGE> 23
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantor on the one hand and the Underwriters of the
Designated Debt Securities and the Designated Warrants on the other from the
offering of the Designated Debt Securities and the Designated Warrants to which
such loss, claim, damage or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Guarantor on the one hand and
the Underwriters of the Designated Debt Securities and the Designated Warrants
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantor on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by such
Underwriters. The relative

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<PAGE> 24
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statements of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company and the Guarantor or such Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Guarantor and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or action in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Debt Securities and the Designated
Warrants underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Debt
Securities and Designated Warrants in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with respect
to such Debt Securities and Warrants and not joint.

(e) The obligations of the Company and the Guarantor under
this Section 8 shall be in addition to any liability which the Company and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
8 shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantor and to each person, if
any, who controls the Company or the Guarantor within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Debt Securities and the Designated Warrants which it
has agreed to purchase under the

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<PAGE> 25
Pricing Agreement relating to such Designated Debt Securities and Designated
Warrants, the Representatives may in their discretion arrange for themselves or
another party or other parties to purchase such Designated Debt Securities and
Designated Warrants on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for
the purchase of such Designated Debt Securities and Designated Warrants, then
the Company shall be entitled to a further period of thirty-six hours within
which to procure another party or other parties satisfactory to the
Representatives to purchase such Designated Debt Securities and Designated
Warrants on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Designated Debt Securities and Designated Warrants, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Debt Securities and Designated Warrants, the Representatives
or the Company shall have the right to postpone the Time of Delivery for such
Designated Debt Securities and Designated Warrants for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such
Designated Debt Securities and Designated Warrants.

(b) If, after giving effect to any arrangements for the
purchase of the Designated Debt Securities and the Designated Warrants of a
defaulting Underwriter or Underwriters by the Representatives and the Company
as provided in subsection (a) above, the aggregate principal amount of such
Designated Debt Securities which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of the Designated Debt
Securities to be purchased at the Time of Delivery for such Designated Debt
Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated Debt
Securities and the number of Designated Warrants which such Underwriter agreed
to purchase under the Pricing Agreement relating to such Designated Debt
Securities and Designated Warrants and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Debt Securities and the number of Designated
Warrants which such Underwriter agreed to purchase under such Pricing
Agreement) of the Designated Debt

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<PAGE> 26
Securities and the Designated Warrants of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Designated Debt Securities and the Designated Warrants of a
defaulting Underwriter or Underwriters by the Representatives and the Company
as provided in subsection (a) above, the aggregate principal amount of
Designated Debt Securities and the number of Designated Warrants which remain
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Debt Securities to be purchased at the Time of Delivery for such
Designated Debt Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Designated Debt Securities and
Designated Warrants of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Debt Securities and Designated
Warrants shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Company, the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company or the Guarantor, or any officer or director or
controlling person of the Company or the Guarantor, and shall survive delivery
of and payment for the Designated Debt Securities and the Designated Warrants.

11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, neither the Company nor the Guarantor shall then be under any
liability to any Underwriter with respect to the Designated Debt Securities and
the Designated Warrants covered by such Pricing Agreement except as provided in
Section 6 and Section 8 hereof; but, if for any other reason Designated Debt
Securities and Designated Warrants are not delivered by or on behalf of the
Company as provided herein, the Company or the Guarantor will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses
approved in

-26-
<PAGE> 27
writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Debt Securities and Designated
Warrants, but neither the Company nor the Guarantor shall then be under any
further liability to any Underwriter with respect to such Designated Debt
Securities and Designated Warrants except as provided in Section 6 and Section
8 hereof.

12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Debt Securities and Designated Warrants shall act on
behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by such Representatives.

All statements, requests, notices and agreements hereunder
shall be in writing or by telegram or telecopy if promptly confirmed in writing
and if to the Underwriters shall be sufficient in all respects, if delivered or
sent by registered mail to the address of the Representatives as set forth in
the Pricing Agreement; and if to the Company or the Guarantor shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Company or the Guarantor, as the case may be, set forth in the
Registration Statement, in each case: Attention: Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by registered mail to such Underwriter at its address set
forth in the Pricing Agreement.

13. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the Underwriters, the Company
and the Guarantor and, to the extent provided in Section 8 and Section 10
hereof, the officers and directors of the Company and the Guarantor and each
person who controls the Company or the Guarantor or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Debt
Securities or Warrants from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.

14. Time shall be of the essence of each Pricing Agreement.

15. This Agreement and each Pricing Agreement shall be
construed in accordance with the laws of the State of Illinois.

-27-
<PAGE> 28
16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof.

Very truly yours,

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By
Title:

HOUSEHOLD INTERNATIONAL, INC.

By
Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]

By
Title:

-28-
<PAGE> 29
ANNEX I

PRICING AGREEMENT

[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]

, 19

Dear Sirs:

Household International Netherlands B.V. (the "Company")
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement dated , (the "Underwriting Agreement"),
between the Company and Household International, Inc. (the "Guarantor") on the
one hand and [names of representative[s] named therein] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Debt Securities and the Designated Warrants
specified in Schedule II hereto less the principal amount of Designated Debt
Securities and the number of Designated Warrants covered by Delayed Delivery
Contracts ("Delayed Delivery Contracts") as provided below (such Designated
Debt Securities and Designated Warrants covered by Delayed Delivery Contracts
being hereinafter referred to collectively as Contract Securities). Each of
the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement
to the same extent as if such provision had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that
each of the representations and warranties set forth in Section 2 of the
Underwriting Agreement with respect to the Prospectus or the information
contained in the Prospectus shall constitute a representation or warranty
thereof (a) as of the date of the Underwriting Agreement with respect to the
Prospectus, and also (b) as of the date of this Pricing Agreement with respect
to the Prospectus as amended or supplemented. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.

An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is

<PAGE> 30
now proposed to be filed with, or in the case of a supplement transmitted for
filing to, the Commission.

The Company hereby authorizes the Underwriters to solicit
offers to purchase Designated Debt Securities and Designated Warrants from the
Company pursuant to Delayed Delivery Contracts, substantially in the form of
Schedule III attached hereto but with such changes therein as you and the
Company may authorize or approve. The Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to you, for the
accounts of the Underwriters, at the Time of Delivery, a commission of % of
the principal amount of Designated Debt Securities for which Delayed Delivery
Contracts have been made. Delayed Delivery Contracts are to be with
institutional investors of the types mentioned in the last paragraph under the
caption "Plan of Distribution" in the Prospectus and subject to other
conditions therein set forth. The Company will enter into a Delayed Delivery
Contract in each case arranged by the Underwriters where the Company has
advised you of its approval of the proposed sale of Contract Securities to the
purchaser thereunder; provided, however, that the minimum principal amount of
Designated Debt Securities covered by any Delayed Delivery Contract with any
purchaser or any Delayed Delivery Contract with affiliated purchasers shall be
$ and the aggregate principal amount of Designated Debt Securities
covered by Delayed Delivery Contracts shall not exceed $ , unless
the Company shall otherwise agree in writing. However, if the aggregate
principal amount of Designated Debt Securities requested for delayed delivery
is less than $ , the Company will have the right to reject all
requests. The Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts.

The amount of Contract Securities to be deducted from the
principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by each Underwriter as set forth in Schedule I hereto
shall be, in each case, the amount of Contract Securities which the Company has
been advised by you have been attributed to such Underwriter, provided that if
the Company has not been so advised, the amount of Contract Securities to be so
deducted shall be, in each case, that proportion of Contract Securities which
the principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by such Underwriter under this Agreement bears to the
total principal amount of the Designated Debt Securities (rounded as you may
determine to the nearest $1,000 principal amount) and the total number of
Designated Warrants. The total principal amount of Designated Debt Securities
to be purchased by all the Underwriters shall be $ less the
principal

-2-
<PAGE> 31
amount of the Designated Debt Securities covered by Delayed Delivery Contracts
and the total number of Designated Warrants so purchased shall be less
the number of Designated Warrants covered by such Contracts. The Company will
deliver to you not later than 3:30 p.m., Chicago time, on the business day
preceding the Time of Delivery (or such other time and date as you and the
Company may agree upon in writing) a written notice setting forth the principal
amount of Designated Debt Securities and the number of Designated Warrants
covered by Delayed Delivery Contracts.

Subject to the terms and conditions set forth herein and in
the Underwriting Agreement, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, at a purchase price to the Underwriters set forth
in Schedule II hereto, the principal amount of Designated Debt Securities and
number of Designated Warrants set forth opposite the name of such Underwriter
in Schedule I hereto less such Underwriter's portion of Contract Securities
determined as provided in the preceding paragraph.

If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, the Company and the Guarantor. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be supplied to the Company upon request.

Very truly yours,

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By
[Title]

HOUSEHOLD INTERNATIONAL, INC.

By
[Title]

-3-
<PAGE> 32
Accepted as of the date hereof:

[Name(s) of Representative(s)]

By
(Title)

On behalf of each of the Underwriters

-4-
<PAGE> 33
SCHEDULE I

<TABLE>
<CAPTION>
Principal
Amount of
Designated Number of
Debt Designated
Securities Warrants
to be to be
Underwriter Purchased Purchased
- ----------- ---------- ----------
<S> <C> <C>
$
[Name(s) of Representative(s)] ....
[Names of other Underwriters] .....

--------- ----------
Total.................. $
========= ==========

</TABLE>

<PAGE> 34
SCHEDULE II

Designated Debt Securities

Title of Designated Debt Securities:

[ %] [Floating Rate] [Zero Coupon] Notes due

Aggregate principal amount:

Price to Public:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery [and accrued
amortization, if any, from to the Time of Delivery]

Purchase Price by Underwriters:

% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery [and accrued
amortization, if any, from to the Time of Delivery]

Indenture:

Indenture, dated , 199 , between the Company, the Guarantor
and , as Trustee

Maturity:

Interest Rate:

[ %] [Zero Coupon]

Interest Payment Dates:

[months and dates]

Redemption Provisions:

[No provisions for redemption]

<PAGE> 35
[The Designated Debt Securities may be redeemed in whole or in part at
the option of the Company, in the amount of $ or an integral multiple
thereof,

[on or after , at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the
12-month period beginning

Year Redemption Price

And thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]

[on any interest payment date falling on or after , , at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]

[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax law]

Sinking Fund Provisions:

[No sinking fund provisions]

[The Designated Debt Securities are entitled to the benefit of a
sinking fund to retire $ principal amount of Designated Debt Securities
on in each of the years through at 100% of their
principal amount plus accrued interest], [together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Debt Securities in the
years through at 100% of their principal amount plus accrued
interest].

Designated Warrants

Warrant Exercise Price:

Principal Amount of Designated Debt Securities Issuable on Exercise of One
Warrant:

-2-
<PAGE> 36
Date after which Warrants are Exercisable:

Expiration Date:

Detachable Date:

Bearer or Registered

Miscellaneous

Time of Delivery:

Closing Location:

Type of Funds:

[Other Terms]*:

- --------------
* A description of particular tax, accounting or other unusual features
of the Securities should be set forth, or referenced to an attached
and accompanying description, if necessary to the issuer's
understanding of the transaction contemplated. Such a description
might appropriately be in the form in which such features will be
described in the Prospectus Supplement for the offering.

-3-
<PAGE> 37
SCHEDULE III

DELAYED DELIVERY CONTRACT

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
[Name and address of Representative(s)]

, 19

Attention:

Dear Sirs:

The undersigned hereby agrees to purchase from HOUSEHOLD
INTERNATIONAL NETHERLANDS B.V. (hereinafter called the "Company"), and the
Company agrees to sell to the undersigned, $ principal amount of
the Company's [full title of Debt Securities] and [full title of Warrants]
(hereinafter collectively called the "Securities"), offered by the Company's
Prospectus dated , as supplemented by a supplement dated
, , receipt of a copy of which is hereby acknowledged, at a purchase price
of % of the principal amount of the Debt Securities, plus accrued interest
from the date from which interest accrues as set forth below, and on the
further terms and conditions set forth in this contract.

The undersigned will purchase the Securities from the Company
on , (the "Delivery Date"), and interest on the Securities so
purchased will accrue from , .

Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in Federal funds at the office of the Company
on the Delivery Date upon delivery to the undersigned of the Securities then to
be purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than
five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date shall be subject to the conditions
that (1) the purchase of Securities to

<PAGE> 38
be made by the undersigned shall not on the Delivery Date be prohibited under
the laws of the jurisdiction to which the undersigned is subject and (2) the
Company, on or before , , shall have sold to the several
Underwriters, pursuant to the Underwriting Agreement and Pricing Agreement each
dated , , with the Company, an aggregate principal amount of
Debt Securities equal to $ , and an aggregate number of Warrants equal to
, minus the aggregate principal amount of Debt Securities and aggregate
number of Warrants covered by this contract and other contracts similar to this
contract. The obligation of the undersigned to take delivery of and make
payment for Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Securities pursuant to other contracts
similar to this contract.

Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the Opinion of Counsel for the
Company delivered to the Underwriters in connection therewith.

The undersigned represents and warrants that, as of the date
of this contract, the undersigned is not prohibited from purchasing the
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.

This contract shall be construed in accordance with and
governed by the laws of the State of Illinois.

It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contracts need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This

-2-
<PAGE> 39
will become a binding contract between the Company and the undersigned when
such counterpart is so mailed or delivered.

Yours very truly,

By
(Signature)

(Name and Title)

(Address)

Accepted, , .

Household International Netherlands B.V.

-3-

<PAGE> 1
EXHIBIT 4(a)

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.,
AS ISSUER

AND

HOUSEHOLD INTERNATIONAL, INC.
AS GUARANTOR

AND

THE FIRST NATIONAL BANK OF BOSTON,
AS TRUSTEE.

INDENTURE

Dated as of September 9, 1993

Providing for issuance of Unconditionally Guaranteed Senior Notes
in Series
<PAGE> 2
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

HOUSEHOLD INTERNATIONAL, INC.

Indenture dated as of September 9, 1993

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE

PARTIES
<S> <C>
RECITALS:
General Form of Face of Note
General Form of Reverse of Note
Form of Trustee's Certificate of Authentication
for Notes
General Form of `Option to Elect Repayment',
if applicable, for Notes

ARTICLE I - DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Definitions

"Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Affiliate"; "Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Authorized Newspaper" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Commission or SEC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Company Request"; "Company Order" . . . . . . . . . . . . . . . . . . . . . . . 12
"Corporate Trust Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Depository" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Depository Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Dollar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"ECU" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"European Communities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
"Foreign Currency" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
"Guarantee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Guarantor" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Indenture" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Independent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Interest Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Note Register"; "Note Registrar" . . . . . . . . . . . . . . . . . . . . . . . 13
"Officers' Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Original Issue Discount Note" . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Predecessor Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Redemption Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Regular Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Responsible Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
"Senior Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Special Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Stated Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Trust Indenture Act or TIA" . . . . . . . . . . . . . . . . . . . . . . . . . . 16
"Voting Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

<TABLE>
<S> <C> <C>
SECTION 1.02 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . 16
SECTION 1.03 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . 17
SECTION 1.04 Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 1.05 Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . 19
SECTION 1.06 Notices to Holders, Waiver . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 1.07 Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . 20
SECTION 1.08 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . 20
SECTION 1.09 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 1.10 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 1.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 1.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 1.13 Payment on Business Day . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 1.14 Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . 21
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
ARTICLE II - ISSUE, EXECUTION AND REGISTRATION OF SENIOR NOTES

SECTION 2.01 Issuance of Notes in Series . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.02 Authentication and Delivery of Notes . . . . . . . . . . . . . . . . . . 22
SECTION 2.03 Execution of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.04 Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.05 Exchanges and Transfers of Notes . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.06 Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . 25
SECTION 2.07 Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . 26
SECTION 2.08 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.09 Cancellation of Notes . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.10 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . 28
SECTION 2.11 Securities Issuable in the Form of a Depository Note . . . . . . . . . . 29
SECTION 2.12 Benefit of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.13 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III - COVENANTS OF THE COMPANY

SECTION 3.01 Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . 31
SECTION 3.02 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.03 Money for Note Payments to be Held in Trust . . . . . . . . . . . . . . 32
SECTION 3.04 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.05 Maintenance of Accounts . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.06 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE IV - COVENANTS OF THE GUARANTOR

SECTION 4.01 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . 34
SECTION 4.02 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.03 Filing of Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.04 Not Subject Property to Lien Without Securing Notes Rateable;
Waiver of Covenant . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.05 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE V - REPAYMENT AT OPTION OF HOLDERS

SECTION 5.01 Optional Repayment of Notes . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.02 Repayment Procedure for Notes . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

iii
<PAGE> 5
<TABLE>
<S> <C> <C>
ARTICLE VI - REDEMPTION OF NOTES; SINKING FUNDS

SECTION 6.01 Applicability of Redemption Provisions . . . . . . . . . . . . . . . . . 38
SECTION 6.02 Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . 38
SECTION 6.03 Selection by Trustee of Notes to be Redeemed . . . . . . . . . . . . . . 38
SECTION 6.04 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.05 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.06 Notes Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.07 Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.08 Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.09 Satisfaction of Sinking Fund Payments with Notes . . . . . . . . . . . . 40
SECTION 6.10 Redemption of Notes for Sinking Fund . . . . . . . . . . . . . . . . . . 41

ARTICLE VII - SATISFACTION AND DISCHARGE

SECTION 7.01 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . 41
SECTION 7.02 Application Of Trust Money . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.03 Satisfaction, Discharge, and Defeasance
of Notes of any Series . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.04 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE VIII - REMEDIES

SECTION 8.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.02 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . 46
SECTION 8.03 Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 8.04 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.05 Trustee May Enforce Claims Without Possession of
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.06 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.07 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.08 Unconditional Right of Holders to Receive
Principal, Premium and Interest . . . . . . . . . . . . . . . . . 50
SECTION 8.09 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . 50
SECTION 8.10 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.11 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.12 Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.13 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.14 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.15 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . 51
</TABLE>

iv
<PAGE> 6
<TABLE>
<S> <C> <C>
ARTICLE IX - THE TRUSTEE

SECTION 9.01 Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . 52
SECTION 9.02 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.03 Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.04 Not Responsible for Recitals or Issuance of Notes . . . . . . . . . . . 54
SECTION 9.05 May Hold Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.06 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.07 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.08 Corporate Trustee Required; Eligibility;
Disqualification; Conflicting Interests . . . . . . . . . . . . . 55
SECTION 9.09 Preferential Collection of Claims Against Company . . . . . . . . . . . 56
SECTION 9.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . 56
SECTION 9.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . 57
SECTION 9.12 Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE X - HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

SECTION 10.01 Company to Furnish Trustee Names and
Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.02 Preservation of Information; Communications to
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.03 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE XI - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 11.01 Guarantor May Consolidate, etc. only on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 11.02 Company May Consolidate, etc. only on Certain Terms . . . . . . . . . . 59
SECTION 11.03 Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . 60

ARTICLE XII - SUPPLEMENTAL INDENTURES

SECTION 12.01 Supplemental Indentures Without Consent of Holders . . . . . . . . . . . 61
SECTION 12.02 Supplemental Indentures With Consent of Holders . . . . . . . . . . . . 62
SECTION 12.03 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . 63
SECTION 12.04 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . 63
SECTION 12.05 Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . 63
SECTION 12.06 Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . 63
</TABLE>

v
<PAGE> 7
Tie of certain provisions of Trust Indenture Act of 1939, as amended,
with Indenture, dated as of September 9, 1993, among Household International
Netherlands B.V., Household International, Inc. and The First National Bank of
Boston, as Trustee*

<TABLE>
<CAPTION>
Section of
Section of Act Indenture
- -------------- ----------
<S> <C> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08, 9.10
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.09
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
10.02(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02(b)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a)
10.03(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(c)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05,4.03
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(a)
9.01(c)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.02
10.03(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(b)
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(1)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14

vi
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
</TABLE>

*This tie of provisions does not constitute a part of the Indenture and is for
convenience of reference only.
<PAGE> 8
<TABLE>
<S> <C> <C>
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.02
8.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.08
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.03
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
</TABLE>

vii
<PAGE> 9
THIS INDENTURE, dated as of the 9th day of September 1993, among
Household International Netherlands B.V., a corporation incorporated under the
laws of the Netherlands (herein called the "Company"), having its principal
place of business at Hoekenrode 6, 1102 BR Amsterdam, Netherlands, Household
International, Inc., a corporation duly organized and validly existing under
the laws of the State of Delaware (hereinafter called the "Guarantor"), having
its principal office at 2700 Sanders Road, Prospect Heights, Illinois 60070,
and The First National Bank of Boston, a national banking corporation organized
and existing under the laws of the United States (hereinafter called the
"Trustee").

WITNESSETH:

WHEREAS, the Company deems it necessary from time to time to borrow
money for its corporate purposes and to issue its senior notes therefor, and to
that end has duly authorized and directed the execution and delivery of this
Indenture to provide for one or more series of its unsecured senior notes, or
other evidences of indebtedness (hereinafter called "Senior Notes" or "Notes"),
issuable as in this Indenture provided;

WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Indenture and deems it appropriate from time to time to issue its
guarantees of the Senior Notes on the terms and substantially in the form
herein provided (the "Guarantees"); and

WHEREAS, the general forms of the Senior Notes, the Trustee's
certificate of authentication to be borne by the Senior Notes, and the general
form of the `Option to Elect Repayment' (if applicable) may be as follows, with
any insertions, omissions and variations as the Board of Directors of the
Company may determine in accordance with the provisions of this Indenture, or
in such other form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto:

[GENERAL FORM OF FACE OF SENIOR NOTE]

[If the Note is an Original Issue Discount Note, insert--For purposes
of Sections 1271-1273 of the United States Internal Revenue Code of 1986, as
amended, the issue price of this Senior Note is % of its principal amount and
the issue date is , 19 .]

No.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
....% Senior Note

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V., a corporation incorporated
under the laws of the Netherlands (hereinafter called the "Company", which term
includes any successor corporation under
<PAGE> 10
- 2 -

the Indenture hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the principal sum of on .
[If the Senior Note is to bear interest prior to Maturity, insert--, and to
pay interest thereon at the rate per annum [of %] [set forth on the
reverse of this Note]. The Company will pay interest from ,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, [Insert frequency of interest periods.] (beginning
) on , until the principal hereof is paid or duly
provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Holder of this Senior Note (or one or more Predecessor Notes) of record
at the close of business on the Regular Record Date for such interest, which
shall be [If applicable, insert--except that interest payable at
Maturity shall be paid to the same Person to whom the principal of this
Senior Note is payable.] Interest will be computed on the basis of [Insert
method of computing interest]. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Holder of this Senior Note (or
one or more Predecessor Notes) of record at the close of business on a
Special Record Date fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to Holders not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Senior Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.]

[If the Senior Note is not to bear interest prior to Maturity,
insert--The principal of this Senior Note shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Note shall
bear interest at the rate of % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]

Payment of the principal of (and premium, if any) on this Senior Note
and, unless otherwise paid as hereinafter provided, the interest (if any)
thereon will be made at the office or agency of
<PAGE> 11
- 3 -

the Trustee in the , in such coin or currency
of the [United States of America as at the time of payment is legal tender for
payment of public and private debts,] provided, however, that payment of
interest may be made at the option of the Company by check or draft mailed to
the Person entitled thereto at his address appearing in the Note Register.
Additional provisions of this Senior Note are set forth on the reverse hereof.

Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Senior Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.

This Senior Note shall be construed in accordance with and governed by
the laws of the State of Illinois.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.

Dated: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

ATTEST: By ______________________________________

[GENERAL FORM OF REVERSE OF NOTE]
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
....% Senior Note

This Senior Note is one of a duly authorized issue of Senior Notes of
the Company (herein called the "Senior Notes"), issuable in series, unlimited
in aggregate principal amount except as may be otherwise provided in respect of
the Senior Notes of a particular series, issued and to be issued under and
pursuant to an Indenture dated as of September 9, 1993 (herein called the
"Indenture"), duly executed and delivered by the Company, Household
International, Inc., a Delaware corporation (the "Guarantor"), and The First
National Bank of Boston, as Trustee, and is one of a series designated as
% Senior Notes due (herein called the " % Senior Notes"),
[Insert, as applicable-- unlimited in aggregate principal amount--or--
limited in aggregate principal amount to $ .] Reference is hereby made to
the Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company, the Guarantor and the Holders.

[AT THE COMPANY'S OPTION, ADDITIONAL PROVISIONS APPLICABLE
TO INTEREST RATE MAY BE INSERTED HERE]
<PAGE> 12
- 4 -

[If applicable, insert--The Senior Notes of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on in any year commencing with the year and ending with
the year through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[on or after , 19 ], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before , %, and if
redeemed] during the 12-month period beginning of the years
indicated,

<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
<S> <C> <C> <C>

</TABLE>

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption [if applicable, insert--[whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Senior
Notes, or one or more Predecessor Notes, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture.]

[If applicable, insert--The Senior Notes of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on in any year
commencing with the year and ending with the year through operation
of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [on or
after ], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during a 12-month period beginning of
the years indicated,

<TABLE>
<CAPTION>
Redemption Price
for Redemption Redemption Price for
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
---- ----------------- ----------------------
<S> <C> <C>

</TABLE>
<PAGE> 13
- 5 -

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Senior Notes, or one or more
Predecessor Notes, of record at the close of business on the relevant Regular
Record Dates referred to on the face hereof, all as provided in the Indenture].

[The sinking fund for this series provides for the redemption on
in each year beginning with the year and ending with the year of
[not less than] $ [("mandatory sinking fund") and not more than $ ]
aggregate principal amount of Senior Notes of this series. [Senior Notes of
this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made-in the inverse
order in which they become due.]

[In the event of redemption of this Senior Note in part only, a new
Senior Note or Senior Notes of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert--The Senior Notes of this series will be
repayable on , , at the option of the holders of the Senior Notes
of this series, at 100% of their principal amount together with interest (if
any) payable to the date of repayment, except that interest, the Stated
Maturity of which is on or prior to such repayment date, shall be payable to
the Holders of Senior Notes of this series, [or one or more Predecessor Notes,]
of record on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture. In order for a Senior Note of this series to be
repaid, the Trustee must receive at its office in (or at such
other address of which the Company may from time to time notify Holders),
during the period from and including , to and including ,
(or, if such , is not a Business Day, the next succeeding Business
Day) (i) this Senior Note with the form entitled 'Option to Elect Repayment' on
the reverse of this Senior Note duly completed, or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting
forth the name of the Holder of this Senior Note, the principal
<PAGE> 14
- 6 -

amount of this Senior Note, the amount of this Senior Note to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Senior Note to be repaid with the form entitled 'Option to
Elect Repayment' on the reverse of this Senior Note duly completed will be
received by the [Trustee] [Company] not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and such Senior
Note and form duly completed are received by the [Trustee] [Company] by such
fifth Business Day. Any such notice received by the [Trustee] [Company] during
the period from and including , to and including ,
shall be irrevocable. The repayment option may be exercised by the Holder of
this Senior Note for less than the entire principal amount of this Senior Note
provided the principal amount which is to be repaid is equal to $ or an
integral multiple of $ . All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Senior Note of this series
for repayment will be determined by the Company, whose determination will be
final and binding.]

[If the Senior Note is not an Original Issue Discount Note,--If any
Event of Default with respect to Senior Notes of this series shall occur and be
continuing, the principal of the Senior Notes of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

[If the Senior Note is an Original Issue Discount Note,--If an Event
of Default with respect to Senior Notes of this series shall occur and be
continuing, an amount of principal of the Senior Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--Insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Senior Notes of this series shall
terminate.]

The Indenture provides that each Holder of a Senior Note is entitled
to the benefits of a Guarantee by the Guarantor of the timely payment of the
principal of, premium, if any, and interest on the Senior Note. The Guarantee
enclosed herein is an integral part of this Senior Note.

[The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Company on this Senior Note upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Senior Note.]
<PAGE> 15
- 7 -

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders under the Indenture at
any time by the Company, the Guarantor and the Trustee with the consent of the
Holders of at least a majority in aggregate principal amount of the Senior
Notes at the time Outstanding of each series which is affected by such
amendment or modification, except that certain amendments specified in the
Indenture may be made without approval of Holders of the Senior Notes. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Senior Notes of any series to
waive on behalf of the Holders of such series of Senior Notes compliance by the
Company or the Guarantor with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Senior Note shall be binding upon such Holder and
upon all future Holders of this Senior Note and any Senior Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior
Note.

No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligations of the Company
and the Guarantor, which are absolute and unconditional, to pay the principal
of (and premium, if any) and interest on this Senior Note at the times, place,
and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, transfer of this Senior Note is registrable on the Note
Register, upon surrender of this Senior Note for registration of transfer at
the office or agency of the Trustee in the , duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Senior
Notes of the same series containing identical terms and provisions, of
authorized denominations and for a like aggregate principal amount, will be
issued to the designated transferee or transferees.

The % Senior Notes are issuable only as registered Senior
Notes without coupons in denominations of $100,000 or any amount in excess
thereof which is an integral multiple of [$________]. As provided in the
Indenture and subject to certain limitations therein set forth, Senior Notes
are exchangeable for a like aggregate principal amount of Senior Notes of the
same series containing identical terms and provisions and of different
authorized denominations, as requested by the Holder surrendering the same.
<PAGE> 16
- 8 -

No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

The Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the person in whose name this Senior
Note is registered as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes whether or not this Senior Note be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

All terms used in this Senior Note which are defined in the Indenture
have the meanings assigned to them in the Indenture.

[FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION FOR SENIOR NOTES]

This is one of the Senior Notes designated herein referred to in the
within-mentioned Indenture.
<PAGE> 17
- 9 -

The First National Bank of
Boston,
as Trustee

Dated:_________________________ By_________________________
Authorized Signature

[FORM OF GUARANTEE]

GUARANTEE OF HOUSEHOLD INTERNATIONAL, INC.

FOR VALUE RECEIVED, Household International, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the
"Guarantor"), hereby unconditionally guarantees to the Holder of the Senior
Note upon which this Guarantee is endorsed the due and punctual payment of the
principal of, premium, if any, and interest on said Senior Note, when and as
the same shall become due and payable, whether at maturity or otherwise,
according to the terms thereof and of the Indenture referred to therein.

The Guarantor agrees to determine, at least one Business Day prior to
the date upon which a payment of principal of, or premium, if any, or interest
on said Senior Note is due and payable, whether the Company has available the
funds to make such payment as the same shall become due and payable. In case
of the failure of the Company punctually to pay any such principal, premium, if
any, or interest, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at
maturity or otherwise, and as if such payment were made by the Company.

The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Senior Note or the Indenture, the absence
of any action to enforce the same, any waiver or consent by the Holder of said
Senior Note with respect to any provisions hereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other
circumstances which might otherwise constitute a legal or equitable discharge
or defense of a guarantor. The Guarantor hereby waives diligence, presentment,
notice of non-payment, demand of payment, any right to require a proceeding
first against the Company, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, protest or notice with respect
to the Senior Note upon which this Guarantee is endorsed or indebtedness
evidenced thereby and all notices and demands to the Company or the Guarantor
whatsoever and covenants that this Guarantee will not be discharged except by
complete performance of the obligations
<PAGE> 18
- 10 -

contained in said Senior Note and this Guarantee. In the event of a default in
the payment of principal of, premium, if any, or interest on said Senior Note,
the Holder of said Senior Note may institute legal proceedings directly against
the Guarantor to enforce this Guarantee without first proceeding against the
Company.

The Guarantor shall be subrogated to all rights of the Holder of said
Senior Note against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the Holders of all of the
Outstanding Senior Notes, be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal
of, premium, if any, and interest on all Senior Notes shall have been paid in
full or payment thereof shall have been provided for in accordance with the
Indenture.

Notwithstanding anything to the contrary contained herein, if
following any payment of principal, premium, if any, or interest by the Company
on said Senior Note to the Holder of the Senior Note it is determined by a
final decision of a court of competent jurisdiction that such payment shall be
avoided by a trustee in bankruptcy (including any debtor-in-possession) as a
preference under 11 U.S.C. Section 547 (or any successor statute) and such
payment is paid by such Holder to such trustee in bankruptcy, then and to the
extent of such repayment the obligations of the Guarantor hereunder shall
remain in full force and effect.

This Guarantee ranks equally with all other unsecured and
unsubordinated obligations of the Guarantor. This Guarantee will remain in
full force and effect until the principal of, premium, if any, and interest on
the Senior Note have been fully paid. As provided in the Indenture, the
Guarantor may under certain circumstances assume all rights and obligations of
the Company under the Indenture with respect to the Senior Note.

This Guarantee shall not be valid or become obligatory for any purpose
with respect to the Senior Note upon which it is endorsed until the certificate
of authentication on said Senior Note shall have been signed by the Trustee or
the authenticating agent.
<PAGE> 19
- 11 -

This Guarantee shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal.

HOUSEHOLD INTERNATIONAL, INC.

By_______________________________
Attest:

_______________________________

[GENERAL FORM OF "OPTION TO ELECT REPAYMENT",
IF APPLICABLE, FOR SENIOR NOTES]

OPTION TO ELECT REPAYMENT

The undersigned hereby requests and irrevocably instructs the Company
to repay the within Senior Note on the first occurring not less than
nor more than days after the date of receipt of the within Note by the
Trustee at
Attention:
(or at such other place of which the Company shall from
time to time notify the Holder of the within Senior Note), at a price equal to
the principal amount thereof, [together with interest to the date of
repayment], to the undersigned at

______________________________________________________________________________

______________________________________________________________________________
Please Print or Typewrite Name and Address of the Undersigned

Dated
NOTICE: The Signature to This Request and
Instruction Must Correspond With the Name as
It Appears Upon the Face of the Note in Every
Particular Without Alteration or Enlargement
or any Change Whatever.

WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company and the Guarantor, in accordance with its terms, have been done.
<PAGE> 20
- 12 -

Now, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of Senior
Notes to be issued hereunder by Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;

(2) all other terms used herein which are defined in the TIA,
either directly or by reference therein, have the meanings assigned to
them therein; and

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them, with respect to the Guarantor, in
accordance with United States generally accepted accounting
principles, and with respect to the Company, in accordance with Dutch
generally accepted accounting principles.

"Act" when used with respect to any Holder has the meaning specified
in Section 1.04.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Authorized Newspaper" when used in connection with the name of a
particular city, means a newspaper, printed in an official language of the
country of publication, of general circulation and customarily published in
such city on each Business Day, whether or not published on Saturdays, Sundays
or holidays. Whenever successive weekly publications in an Authorized Newspaper
are required hereunder they may be made (unless otherwise expressly
<PAGE> 21
- 13 -

provided herein) on the same or different days of the week and in the same or
in different Authorized Newspapers.

"Board of Directors" means either the board of directors of the
Company or the Guarantor, as the case may be, any duly authorized committee of
that board, or any officer of the Company or the Guarantor duly authorized by
the board of directors of the Company or the Guarantor, as the case may be, or
a duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as
applicable, to have been duly adopted by the Board of Directors of the Company
or the Guarantor, as the case may be, and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a legal holiday for banking institutions in the particular
city with reference to which the determination as to Business Day is being
made.

"Commission" or "SEC" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

"Company" means the Person named as the Company in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter Company shall
mean such successor corporation.

"Company Request", "Company Order" and "Company Consent" mean,
respectively, a written request, order or consent signed in the name of the
Company by its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, Controller, an Assistant Controller, Secretary or an
Assistant Secretary, and delivered to the Trustee.

"Corporate Trust Office" means principal office of the Trustee in
Canton, Massachusetts, at which its corporate trust business shall be
administered.

"Depository" shall mean, with respect to Senior Notes of any series
for which the Company shall determine that such Senior Notes will be issued in
the form of one or more Depository Notes, The Depository Trust Company, New
York, New York, another clearing agency or any successor registered under the
Securities Exchange
<PAGE> 22
- 14 -

Act of 1934, or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

"Depository Note" shall mean, with respect to any series of Senior
Notes, a Senior Note executed by the Company and authenticated and delivered by
the Trustee to the Depository or pursuant to the Depository's instruction, all
in accordance with this Indenture and pursuant to a Company Order, which (i)
shall be registered as to principal and interest in the name of the Depository
or its nominee and (ii) together with all other Depository Notes of such
series, if any, shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Senior Notes of such
series.

"Dollar" means the coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.

"ECU" means the European Currency Unit as defined and revised from
time to time by the council of the European Communities.

"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

"Event of Default" has the meaning specified in Section 8.01.

"Foreign Currency" means such coin or currency issued by the
government of a country other than the United States which at the time of
payment is legal tender in the country of issuance for the payment of public
and private debts or a composite coin or currency the value of which is
determined by reference to the values of the currencies of any specific group
of countries.

"Guarantee" means the agreement of the Guarantor, in substantially the
form set forth herein as provided in Section 2.12 hereof, to be endorsed on the
Senior Notes authenticated and delivered hereunder.

"Guarantor" means the party named as such in the first paragraph of
this Indenture until a successor replaces it and thereafter means such
successor.

"Holder" means a Person in whose name a Senior Note is registered in
the Note Register.

"Indenture" means this Indenture dated as of September 9, 1993, and,
unless the context otherwise indicates, all indentures supplemental hereto from
time to time in effect.
<PAGE> 23
- 15 -

"Independent" when used with respect to any specified Person means
such a Person who (1) is in fact independent, (2) does not have any material
direct or indirect financial interest in the Company, the Guarantor or in any
other obligor upon the Senior Notes or in any Affiliate of the Company, the
Guarantor or of such other obligor, and (3) is not connected with the Company,
the Guarantor or such other obligor or any Affiliate of the Company, the
Guarantor or of such other obligor, as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Whenever it is herein provided that any Independent Person's opinion or
certificate shall be furnished to the Trustee, such Person shall be appointed
by a Company Order, and such opinion or certificate shall state that the signer
has read this definition and that the signer is Independent within the meaning
hereof.

"Interest" when used with respect to an Original Issue Discount Note
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

"Interest Payment Date" means the Stated Maturity of interest on
Senior Notes of a particular series.

"Maturity" when used with respect to Senior Notes of a particular
series means the date on which the principal or any instalment of principal of
such Senior Notes becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.

"Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.05.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee. Wherever this Indenture requires that an Officers'
Certificate be signed also by an accountant or other expert, such accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
in the employ of the Company or the Guarantor.

"Opinion of Counsel" means written opinion of counsel, who may be any
one or more of counsel for the Company or the Guarantor, or other counsel
reasonably satisfactory to the Trustee.

"Original Issue Discount Note" means any Senior Note which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 8.02.
<PAGE> 24
- 16 -

"Outstanding" when used with respect to Senior Notes means, as of the
date of determination, all Senior Notes theretofore authenticated and delivered
under this Indenture, except:

(i) Senior Notes theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Senior Notes or portions thereof for whose payment or
redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent, other than the Company
or the Guarantor, in trust or set aside and segregated in trust by the
Company or the Guarantor (if the Company or the Guarantor shall act as
Paying Agent) for the Holders of such Senior Notes, provided that, if
such Senior Notes or any portions thereof are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;

(iii) Senior Notes which have been paid pursuant to Section
2.06 or in exchange for or in lieu of which other Senior Notes have
been authenticated and delivered pursuant to this Indenture other than
any such Senior Notes in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Senior
Notes are held by a bona fide purchaser in whose hands such Senior
Notes are valid obligations of the Company; and

(iv) any such Senior Notes which have been defeased pursuant
to Section 7.03.

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Senior Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or for any other
purpose, (i) Senior Notes owned by the Company, the Guarantor or any other
obligor upon the Senior Notes or any Affiliate of the Company, the Guarantor or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Senior Notes which the Trustee knows to be so owned shall be so
disregarded, and Senior Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Senior Notes
and that the pledgee is not the Company, the Guarantor or any other obligor
upon the Senior Notes or any Affiliate of the Company, the Guarantor or such
other obligor, and (ii) the principal amount of an Original Issue Discount Note
or a Senior Note denominated in a Foreign Currency, as the case may be, that is
deemed to be Outstanding for such purposes shall be the amount of
<PAGE> 25
- 17 -

the principal thereof that, for an Original Issue Discount Note, would be due
and payable as of the date of such determination upon a declaration of
acceleration pursuant to Section 8.02 or, for a Senior Note denominated in a
Foreign Currency, as calculated pursuant to Section 1.04(f).

"Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Senior Notes on behalf of
the Company.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"Predecessor Notes" of any particular Senior Note means every previous
Senior Note evidencing all or a portion of the same debt as that evidenced by
such particular Senior Note; and, for purposes of this definition, any Senior
Note authenticated and delivered under Section 2.06 in exchange for or in lieu
of a mutilated, destroyed, lost, or stolen Senior Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost, or stolen Senior
Note.

"Redemption Date" when used with respect to any Senior Note to be
redeemed means the date fixed for such redemption by or pursuant to this
Indenture, any indenture supplemental hereto, or resolution of the Board of
Directors as provided in Section 2.01 of this Indenture.

"Redemption Price" when used with respect to any Senior Note to be
redeemed means the price at which it is to be redeemed pursuant to this
Indenture, any indenture supplemental hereto, or resolution of the Board of
Directors as provided in Section 2.01 of this Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date means, with respect to Senior Notes of any series, the date specified as
the Regular Record Date therefor in the relevant supplemental indenture or
resolution of the Board of Directors authorizing such series of Senior Notes.

"Responsible Officer" when used with respect to the Trustee means an
officer of the Trustee assigned to the Corporate Trust Office, including any
vice president or assistant vice president, any trust officer or assistant
trust officer, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
<PAGE> 26
- 18 -

"Senior Notes" and "Notes" means all debt securities issued under this
Indenture, regardless of series.

"Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 2.07) means a date fixed by the Trustee pursuant to Section
2.07.

"Stated Maturity" when used with respect to any Senior Note or any
instalment of principal thereof or any instalment of interest thereon means the
date specified in such Senior Note as the fixed date on which the principal of
such Senior Note or such instalment of principal or interest is due and
payable.

"Subsidiary" means any corporation at least a majority of the shares
of the Voting Stock (or the equivalent thereof, in the case of corporations
organized outside the United States of America) of which shall at the time be
owned, directly or indirectly, by the Guarantor or by one or more Subsidiaries
thereof, or by the Company and one or more Subsidiaries thereof.

"Trustee" means the Person named as the Trustee in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Trustee shall mean
such successor Trustee.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as it may be amended from time to time.

"Voting Stock", as applied to the stock of any corporation, means
stock of any class or classes (however designated) having ordinary voting power
for the election of a majority of the directors of such corporation, other than
stock having such power only by reason of the happening of a contingency.

SECTION 1.02 - COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor,
as the case may be, shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.
<PAGE> 27
- 19 -

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions
herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Person as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, any officer or officers of
the Company or the Guarantor, as the case may be, stating that the information
with respect to such factual matters is in the possession of the Company or the
Guarantor, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements,
<PAGE> 28
- 20 -

opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

SECTION 1.04. ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company and the Guarantor. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the 'Act' of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section. 9.01) conclusive in favor of the Trustee and
the Company and the Guarantor, if made in the manner provided in this Section
1.04.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by an officer of a corporation or a member of
a partnership, on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact
and date of the execution of any such instrument or writing, or the authority
of the person executing the same, may also be proved in any other manner which
the Trustee deems sufficient, and the Trustee may in any instance require proof
with respect to any of the matters referred to in this Section 1.04.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Senior Note shall bind every future
Holder of the same Senior Note and the Holder of every Senior Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done or suffered to be done by the Trustee or
the Company or the Guarantor in reliance thereon, whether or not notation of
such action is made upon such Senior Note.

(e) In determining whether the Holders of the requisite principal
amount of Outstanding Senior Notes of any series have
<PAGE> 29
- 21 -

given any request, demand, authorization, direction, notice, consent or waiver
under this Indenture, the principal amount of an Original Issue Discount Note
that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the principal
thereof that would be due and payable pursuant to the terms of such Original
Issue Discount Note upon a declaration of acceleration pursuant to Section 8.02
at the time the taking of such action by the Holders of such requisite
principal amount of Outstanding Senior Notes is evidenced to the Trustee, as
provided in Subsection (a) of this Section.

(f) For the purposes of calculating the principal amount of Senior
Notes of any series denominated in ECUs or a currency issued by the government
of any country other than the United States for any purpose under this
Indenture, the principal amount of such Senior Notes at any time outstanding
shall be deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of a spot rate of exchange specified to the
Trustee in an Officers' Certificate for ECUs or such currency into Dollars as
of the date of any such calculation.

(g) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Senior Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Senior Notes shall be computed
as of such record date; provided that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company or the
Guarantor shall be sufficient for every purpose hereunder if
<PAGE> 30
- 22 -

made, given, furnished or filed in writing to or with the Trustee at
its Corporate Trust Office, or

(2) the Company or the Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company or the Guarantor addressed
to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company or the Guarantor.

SECTION 1.06. NOTICES TO HOLDERS, WAIVER. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders and any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given. Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made that is satisfactory to the
Trustee shall constitute a sufficient notification for every purpose hereunder.

In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible to make
publication of any notice in an Authorized Newspaper or Authorized Newspapers
as required by this Indenture, then such method of publication or notification
as shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice.

SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of TIA, such
required provision shall control.
<PAGE> 31
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SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.

SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Senior Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Senior Notes, expressed or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12. GOVERNING LAW. This Indenture and each Senior Note
issued hereunder shall be construed in accordance with and governed by the laws
of the State of Illinois.

SECTION 1.13. PAYMENT ON BUSINESS DAY. In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Senior Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture) payment of interest or principal (and premium, if any), as the case
may be, need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date, or Stated Maturity, as the case may be.

SECTION 1.14. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a section of the TIA, that section, as in
effect on any particular date, is incorporated by reference in and made a part
of this Indenture. If the numerical designation of a section of the TIA is
changed subsequent to the date of this Indenture as a result of an amendment to
the TIA, then the reference in this Indenture to such section shall be deemed
to refer to the numerical designation of such section as amended.

The following TIA terms used in this Indenture have the following
meanings:

"indenture securities" means the Senior Notes.

"indenture security holder" means a Holder.
<PAGE> 32
- 24 -

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company, the Guarantor
or any other obligor on the Senior Notes.

All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by the TIA or such statute or rule.

ARTICLE II

ISSUE, EXECUTION AND REGISTRATION OF SENIOR NOTES

SECTION 2.01. ISSUANCE OF NOTES IN SERIES. At the option of the
Company, the Senior Notes issued hereunder, which are unlimited in aggregate
principal amount except as may be otherwise provided in respect of the Senior
Notes of a particular series, may be issued in one or more series. The Senior
Notes of each series may be generally in the form provided in this Indenture
(with any such insertions, omissions and variations as determined by the Board
of Directors), to bear such series designation, to mature on such date, to bear
interest at such rate and payable on such dates, and to have such other terms
and provisions (including the currency of denomination, which may be Dollars,
Foreign Currency, ECU or other currency or unit specified therein,
specification as to whether Depository Note or an Original Issue Discount Note,
and including any addition to, or modification or deletion of, any Event of
Default or any covenant of the Company or the Guarantor specified herein with
respect to Senior Notes of the series), all as shall, prior to the
authentication thereof, be established, consistently with the other provisions
of this Indenture, by resolution or approval of the Board of Directors and set
forth in an Officers' Certificate, or in one or more supplemental indentures
approved by the Board of Directors.

All Senior Notes of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to (i) a Board Resolution and (subject to Section 2.02) set forth in
such Officers' Certificate or (ii) in any indenture supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.
<PAGE> 33
- 25 -

At or prior to the issuance of any of the Guarantees, the exact form
and terms of such Guarantees, which shall be in substantially the form set
forth herein, shall be established by or pursuant to a Board Resolution of the
Guarantor and set forth in an Officer's Certificate of the Guarantor.

SECTION 2.02. AUTHENTICATION AND DELIVERY OF NOTES. From time to
time the Company may execute and deliver to the Trustee, with the Guarantees
endorsed thereon, and, except as otherwise provided in this Article II, the
Trustee shall thereupon authenticate and deliver to or upon a Company Order,
Senior Notes of any series duly established pursuant to Section 2.01. In
authenticating such Senior Notes, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and subject to Section 8.01, shall be fully protected in
relying upon:

(a)(i) the Board Resolution of the Company and the Guarantor
authorizing the execution and requesting the authentication and delivery of the
Senior Notes applied for in the principal amount therein specified, designating
the series of such Senior Notes and specifying the officer or officers of the
Company to whom or upon whose order such Senior Notes shall be delivered; and
which, as permitted by Section 2.01, establishes the terms of such series of
Senior Notes and which, if applicable, authorizes the execution of an indenture
supplemental hereto creating such series of Senior Notes or, (ii) if an officer
of the Company and the Guarantor has been duly authorized with respect to the
foregoing, a certificate from such officer to the Trustee authorizing the above
actions and a Board Resolution evidencing such officer's authority;

(b) an Officers' Certificate pursuant to Section 2.01 or, if the
Senior Notes of such series are to be issued pursuant to a supplemental
indenture, a supplemental indenture duly executed on behalf of the Company and
the Guarantor, in form satisfactory to the Trustee, creating such series of
Senior Notes;

(d) an Opinion of Counsel pursuant to Section 1.02 to the effect that:

(i) the form and terms of such Senior Notes have been
established in conformity with the provisions of this Indenture;

(ii) all conditions precedent to the authentication and
delivery of such Senior Notes and the Guarantees have been complied
with and that such Senior Notes and Guarantees, when authenticated and
delivered by the Trustee and issued by the Company or endorsed by the
Guarantor, as the case may be, in
<PAGE> 34
- 26 -

the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the
Company or the Guarantor, as applicable, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity principles;

(iii) all laws and requirements in respect of the execution
and delivery by the Company of such Senior Notes or by the Guarantor
of the Guarantees have been complied with; and

(iv) each of the Company and the Guarantor is not in default
in any of its obligations under this Indenture, and the issuance of
such Senior Notes or the Guarantees will not result in any such
default.

If all Senior Notes of a series are not to be originally issued at one
time, it shall not be necessary to deliver the documents described in this
Section 2.02 at or prior to the time of authentication of each Senior Note of
such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Senior Note of such series to be issued.

The Trustee shall have the right to decline to authenticate and
deliver any Senior Notes under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.

SECTION 2.03. EXECUTION OF NOTES. The Senior Notes and the
Guarantees shall be executed on behalf of the Company or the Guarantor, as the
case may be, by its Chairman of the Board, President or one of its Vice
Presidents under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of such
officers on the Senior Notes or the Guarantees may be manual or facsimile.

Senior Notes or Guarantees bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company or the
Guarantor, as the case may be, shall bind the Company or the Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Senior Notes or did
not hold such offices at the date of such Senior Notes.

All Senior Notes shall be dated the date of their authentication.
<PAGE> 35
- 27 -

No Senior Note or Guarantee shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears
on such Senior Note a certificate of authentication substantially in the form
provided for herein executed by manual signature of the Trustee or its agent,
and such certificate upon any Senior Note shall be conclusive evidence, and the
only evidence, that such Senior Note has been duly authenticated and delivered
hereunder.

SECTION 2.04. TEMPORARY NOTES. Pending the preparation of definitive
Senior Notes of any series, the Company and the Guarantor may execute, and upon
Company Order the Trustee shall authenticate and deliver, or cause to be
delivered, temporary Senior Notes of such series having duly executed
Guarantees endorsed thereon which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Senior Notes in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Senior Notes and Guarantee, may determine, as
evidenced by their signing of such Senior Notes or Guarantees.

If temporary Senior Notes of any series are issued, the Company will
cause definitive Senior Notes of such series to be prepared without
unreasonable delay. After the preparation of definitive Senior Notes, the
temporary Senior Notes shall be exchangeable for definitive Senior Notes upon
surrender of the temporary Senior Notes at the office or agency of the Company
or Trustee without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Senior Notes of any series the Company shall execute and
the Trustee shall authenticate and deliver, or cause to be delivered, in
exchange therefor a like principal amount of definitive Senior Notes of such
series, of authorized denominations. Until so exchanged the temporary Senior
Notes shall in all respects be entitled to the same benefits under this
Indenture as the definitive Senior Notes.

SECTION 2.05. EXCHANGES AND TRANSFERS OF NOTES. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a Note Register
in which, subject to such reasonable regulations as the Company may prescribe,
the Company shall, subject to Section 2.11, provide for the registration of
Senior Notes and for registrations of transfer of Senior Notes. The Trustee is
hereby appointed Note Registrar for the purpose of registering Senior Notes and
registering transfers of Senior Notes as herein provided.

Subject to the provisions of Section 2.11, upon surrender for
registration of transfer of any Senior Note the Paying Agent and the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Senior Notes of the
same series containing
<PAGE> 36
- 28 -

identical terms and provisions, including the Guarantees, of any authorized
denominations and for a like aggregate principal amount.

Subject to the provisions of Section 2.11, at the option of the
Holder, Senior Notes may be exchanged for other Senior Notes of the same series
containing identical terms and provisions, of any authorized denominations and
for a like aggregate principal amount, upon surrender of the Senior Notes to be
exchanged at any such office or agency. Whenever any Senior Notes are so
surrendered for exchange, the Company and the Guarantors shall execute, and the
Trustee shall authenticate and deliver, the Senior Notes and the Guarantee
which the Holder making the exchange is entitled to receive.

All Senior Notes issued upon any registration of transfer or exchange
of Senior Notes shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, including
the Guarantee, as the Senior Notes surrendered upon such registration of
transfer or exchange.

Every Senior Note presented or surrendered for registration of
transfer or exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Senior Notes, other
than exchanges pursuant to Section 2.04, Section 6.07 or Section 12.06 not
involving any registration of transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange any Senior Note of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Senior Notes of such series selected for redemption under Section
6.04 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Senior Note so selected for redemption
in whole or in part.

SECTION 2.06. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. A
mutilated Senior Note may be surrendered to the Company and thereupon the
Company and the Guarantor shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Senior Note of the same series, including
the Guarantee, and of
<PAGE> 37
- 29 -

like tenor and principal amount, bearing a number not contemporaneously
outstanding.

If there be delivered to the Company and to the Trustee

(i) evidence to their satisfaction of the destruction, loss or
theft of any Senior Note of any series, and

(ii) such security or indemnity as may be required by them to
save each of them and the Guarantor harmless,

then, in the absence of notice to the Company or the Trustee that such Senior
Note has been acquired by a bona fide purchaser, the Company and the Guarantor
shall execute and upon their request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Senior Note, a new
Senior Note of such series, including the Guarantee, and of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Senior Note has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Senior Note, pay such Senior Note.

Upon the issuance of any new Senior Note under this Section 2.06, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Senior Note issued pursuant to this Section 2.06 in lieu of
any destroyed, lost or stolen Senior Note shall constitute an original
additional contractual obligation of the Company and the Guarantor, whether or
not the destroyed, lost or stolen Senior Note shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Senior Notes of the same series
containing identical terms and provisions duly issued hereunder, including the
Guarantees.

The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Senior Notes.

SECTION 2.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Senior Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Senior Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest; provided,
however, interest
<PAGE> 38
- 30 -

payable at Maturity may be paid to the same Person to whom principal of the
Senior Notes is payable if so stated in the Senior Note. Notwithstanding the
foregoing, however, interest that is payable on Senior Notes registered in the
name of the Company at the close of business on any Regular Record Date may be
withheld at the option of the Company; provided, however, the Senior Notes are
continuously held by the Company through the relevant Interest Payment Date.

Any interest on any Senior Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest shall be paid by the Company or the Guarantor, at their
or its election in each case, as provided in Clause (1) or Clause (2) below:

(1) The Company or the Guarantor may elect to make payment of
any Defaulted Interest to the Persons in whose names the Senior Notes
(or their respective Predecessor Notes) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company or
the Guarantor shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Senior Note and the
date of the proposed payment, and at the same time the Company or the
Guarantor shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause (1) provided.
Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 nor less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company or the
Guarantor, as the case may be, of such Special Record Date and, in
the name and at the expense of the Company or the Guarantor, shall
cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed first class postage
prepaid, to each Holder at his address as it appears in the Note
Register, not less than 10 days prior to such Special Record Date. The
Trustee shall, upon a Company Request and in the name and at the
expense of the Company or the Guarantor, cause a similar notice to be
published at least once in an Authorized Newspaper in New York City
but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed
payment of
<PAGE> 39
- 31 -

such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Senior Notes (or their respective
Predecessor Notes) are registered on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).

(2) The Company or the Guarantor may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company or the Guarantor to the Trustee of
the proposed payment pursuant to this Clause (2), such payment shall
be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.07, each Senior
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Senior Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Senior Note.

SECTION 2.08. PERSONS DEEMED OWNERS. The Company, the Guarantor, the
Trustee and any agent of the Company, the Guarantor or the Trustee may treat
the Person in whose name any Senior Note is registered as the owner of such
Note for the purpose of receiving payment of principal of (and premium, if any)
and (subject to Section 2.07) interest on such Senior Note and for all other
purposes whatsoever, whether or not such Senior Note be overdue, and neither
the Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.

SECTION 2.09. CANCELLATION OF NOTES. All Senior Notes surrendered
for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund payment provided in respect of any series of Senior
Notes shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by the Trustee through an
appropriate notation on the Note Register and on the face of the Senior Note.
The Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Senior Notes previously authenticated and delivered hereunder
which the Company or the Guarantor may have acquired in any manner whatsoever,
and all Senior Notes so delivered shall be promptly cancelled by the Trustee.
No Senior Notes shall be authenticated in lieu of or in exchange for any Senior
Notes cancelled as provided in this Section 2.09, except as expressly permitted
by this Indenture. The Trustee may, but shall not be required to, destroy any
cancelled Senior Notes and the Trustee shall deliver to the Company and the
Guarantor a certificate of any such destruction.
<PAGE> 40
- 32 -

SECTION 2.10. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee
shall, if requested in writing so to do by the Company, promptly appoint an
agent or agents of the Trustee who shall have authority to authenticate Senior
Notes of any series in the name and on behalf of the Trustee. Such appointment
by the Trustee shall be evidenced by a certificate executed by a Responsible
Officer of the Trustee delivered to the Company prior to the effectiveness of
such appointment designating such agent or agents and stating that all
appropriate corporate action has been taken by the Trustee in connection with
such appointment.

Any such authenticating agent shall be an agent acceptable to the
Trustee, Company and the Guarantor and shall at all times be a corporation
which is organized and doing business under the laws of the United States or of
any State, is authorized under such laws to act as authenticating agent, has a
combined capital and surplus of at least $5,000,000, and is subject to
supervision or examination by Federal or State authority.

Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time, and upon written request of the Company or the Guarantor to the Trustee
shall, terminate the agency of any authenticating agent by giving written
notice of termination to such authenticating agent and to the Company.

Any such authenticating agent shall have the rights and immunities of
the Trustee set forth in Sections 2.08, 9.03, 9.04 and 9.05 to the same extent
and as fully to all intents and purposes as though such authenticating agent
had been expressly named in place of the Trustee.

Notwithstanding any other provisions of the Indenture, the Trustee
shall have no obligation to pay the fees or expenses of any authenticating
agent.

If an appointment is made pursuant to this Section 2.10 with respect
to any series of Senior Notes, such Senior Notes shall have endorsed thereon,
in addition to the Trustee's Certificate of Authentication, an alternate
Trustee's Certificate of Authentication in the following form:

(ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

This is one of the Senior Notes of the series designated herein
referred to in the within-mentioned Indenture.

THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
<PAGE> 41
- 33 -

Dated:__________________________ By_________________________
Authenticating Agent

By_____________________________
Authorized Signature

SECTION 2.11. SECURITIES ISSUABLE IN THE FORM OF DEPOSITORY NOTES.
(a) If the Company shall establish pursuant to Section 2.01 that the Senior
Notes of a particular series are to be issued in the form of one or more
Depository Notes, then the Company and the Guarantor shall execute and the
Trustee shall, in accordance with Sections 2.02 and 2.03 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, Depository
Notes, each including a Guarantee, which (i) shall represent, and shall be
denominated in an aggregate amount equal to the aggregate principal amount of,
all of the Outstanding Senior Notes of such series, (ii) shall be registered in
the name of the Depository or its nominee, (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as
otherwise provided in Section 2.11 of the Indenture, this Senior Note may be
transferred, in whole but not in part, only to another nominee of the
Depository or to a successor Depository or to a nominee of such successor
Depository."

(b) Notwithstanding any provision of Section 2.05, the Depository
Notes of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depository for
such series, or to a successor Depository for such series selected or approved
by the Company or to a nominee of such successor Depository.

(c) If at any time the Depository for a series of Senior Notes
notifies the Company that it is unwilling or unable to continue as Depository
for such series or if at any time the Depository for such series shall no
longer be registered or in good standing as a clearing agency registered under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation and a successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Senior Notes of such series and the Company and the Guarantor
will execute, and the Trustee will authenticate and deliver, Senior Notes of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Depository Notes of such series then Outstanding in exchange for
such Depository Notes. In addition, the Company may at any time determine that
the Senior Notes of any
<PAGE> 42
- 34 -

series shall no longer be represented by Depository Notes and that the
provisions of this Section 2.11 shall no longer apply to the Senior Notes of
such series. In such event the Company and the Guarantor will execute and the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver Senior Notes of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Depository
Notes of such series in exchange for such Depository Notes. Upon the exchange
of the Depository Notes for such Senior Notes in definitive registered form
without coupons, in authorized denominations, the Depository Notes shall be
cancelled by the Trustee. Such Senior Notes in definitive registered form
issued in exchange for the Depository Notes pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the
Depository, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee.

SECTION 2.12. BENEFIT OF GUARANTEE. (a) Each Holder of a Senior Note
shall have the benefit of the Guarantee in substantially the form set forth
herein. Such Guarantee shall be endorsed on each Senior Note authenticated and
delivered by the Trustee (or the authenticating agent) and such Guarantee shall
constitute an integral part of each such Senior Note. Each such Guarantee
shall be signed on behalf of the Guarantor prior to the authentication of the
Senior Note on which it is endorsed, and the delivery of such Senior Note by
the Trustee (or the authenticating agent), after the authentication thereof,
shall constitute due delivery of such Guarantee on behalf of the Guarantor.

(b) The Guarantor may, without the consent of any Holder of a Senior
Note, assume all of the rights and obligations of the Company hereunder with
respect to a series of Senior Notes and under the Senior Notes of such series
if, after giving effect to such assumption, no Event of Default shall have
occurred and be continuing. Upon such an assumption, the Guarantor shall
execute a supplemental indenture evidencing its assumption of all such rights
and obligations of the Company and the Company shall be released from its
liabilities hereunder and under such Senior Note as obligor thereon.

(c) The Guarantor shall assume all of the rights and obligations of
the Company hereunder with respect to a series of Senior Notes and under the
Senior Notes of such series if, upon a default by the Company in the due and
punctual payment of the principal, premium, if any, or interest on such Senior
Notes, the Guarantor is prevented by any court order or judicial proceeding
from fulfilling its obligations with respect to such series of Senior Notes.
Such assumption shall result in the Senior Notes of such series becoming the
direct obligations of the Guarantor and
<PAGE> 43
- 35 -

shall be effected without the consent of the Holders of the Senior Notes of any
series. Upon such an assumption, the Guarantor shall execute a supplemental
indenture evidencing its assumption, of all such rights and obligations of the
Company, and the Company shall be released from its liabilities hereunder and
under such Senior Notes as obligor on the Senior Notes of such series.

SECTION 2.13. CUSIP NUMBERS. The Company in issuing the Senior Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Senior Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Senior Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE III

COVENANTS OF THE COMPANY

SECTION 3.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company will duly and punctually pay the principal of (and premium, if any) and
interest on the Senior Notes in accordance with the terms of the Senior Notes
and this Indenture.

SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Company shall
appoint a Paying Agent which will maintain an office or agency at each place at
which the principal of (and premium, if any) or interest on any of the Senior
Notes is payable, where Senior Notes may be presented or surrendered for
payment, where Senior Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Senior Notes and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and of any change in the
location, of each such office or agency. If at any time the Paying Agent shall
fail to maintain any such office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

SECTION 3.03. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time also act as its own Paying Agent, it will, on or
before each due date of the principal of (and premium, if any) or interest on,
any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest
<PAGE> 44
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so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

The Company shall, on or before each due date of the principal of (and
premium, if any) or interest on, any of the Senior Notes, deposit with its
Paying Agent or Paying Agents, as the case may be, a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 3.03,
that such Paying Agent will:

(1) hold all sums held by it for the payment of principal of
(and premium, if any) or interest on Senior Notes in trust for the
benefit of the Persons entitled thereto until such sums shall be paid
to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company, the
Guarantor (or any other obligor upon the Senior Notes) in the making
of any such payment of principal (and premium, if any) or interest;
and

(3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same terms as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Senior Note and remaining unclaimed for three years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the
<PAGE> 45
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Company) shall be discharged from such trust; and the Holder of such Senior
Note shall thereafter, as an unsecured creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in New York City, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 3.04. CORPORATE EXISTENCE. Except as herein otherwise
expressly provided, the Company will carry on and conduct and will cause to be
carried on and conducted its business or businesses in a proper and efficient
manner and do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights and franchises, provided
that the Company may cease to operate any business, premises, property or
operations or dispose of or allow to lapse any of its rights or franchises if
it is advisable and in the best interests of the Company to do so, but the
Company may not cease to operate or dispose of all or substantially all of its
assets except in accordance with Article XI hereof. The parties hereto
acknowledge that the Company and its Subsidiaries intend to sell, assign,
transfer or otherwise dispose of, from time to time, certain of their finance
receivables and related assets in transactions commonly known as asset
securitization transactions and agree that notwithstanding anything contained
in this Indenture or in the Senior Notes, such transactions shall not
constitute an Event of Default or be deemed to be prevented or restricted by
anything contained herein or in the Senior Notes.

SECTION 3.05. MAINTENANCE OF ACCOUNTS. The Company will keep or
cause to be kept proper books of account, and will, if and whenever required in
writing by the Trustee, file with the Trustee within 15 days copies of annual
or periodic reports and information, documents or other reports which the
Company has furnished to its shareholder or shareholders after the date hereof,
but only to the extent that such annual and periodic reports are filed with the
Netherlands Securities Board and made available to the general public, or are
required to be filed with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

SECTION 3.06. STATEMENT AS TO COMPLIANCE. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year, a written
statement (which need not comply with Section 1.02) signed by the Chairman of
the Board, President or a
<PAGE> 46
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Vice President and by the Treasurer, an Assistant Treasurer, the Controller or
an Assistant Controller, or the Secretary or an Assistant Secretary of the
Company, stating, as to each signer thereof, whether or not to the best of his
knowledge, the Company is in default in the performance of any of its
obligations under this Indenture, and, if there is a default in the fulfillment
of any such obligation, specifying each such default known to him and the
nature and status thereof.

ARTICLE IV

COVENANTS OF THE GUARANTOR

SECTION 4.01. PAYMENT OF TAXES AND OTHER CLAIMS. The Guarantor will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon it or upon its income, profits or property, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become
a lien upon its property; provided, however, that the Guarantor shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 4.02. CORPORATE EXISTENCE. Subject to Article XI, the
Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and
statutory) and franchises; provided, however, that the Guarantor shall not be
required to preserve or cause to be preserved any right or franchise if the
Guarantor shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Guarantor and that the loss thereof is
not disadvantageous in any material respect to the Holders.

SECTION 4.03. FILING OF REPORTS. The Guarantor shall file with the
Trustee within 15 days after it files them with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Guarantor is required to file with the SEC pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. The Guarantor also
shall comply with all other reporting requirements of the TIA, including but
not limited to, Section 314(a).

SECTION 4.04. NOT SUBJECT PROPERTY TO LIEN WITHOUT SECURING NOTES
RATEABLY; WAIVER OF COVENANT. (a) The Guarantor will not issue, assume or
guarantee any indebtedness for borrowed money (referred to in this Section as
"indebtedness," which term shall not include any guarantee, cash deposit or
other recourse
<PAGE> 47
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obligation with or for any Subsidiary or in connection with the sale,
securitization or discount by the Guarantor of finance or accounts receivables,
trade acceptances or other paper arising in the ordinary course of its
business) secured by a mortgage, security interest, pledge or lien (referred to
in this Section as "mortgage" or "mortgages") of or upon any property of the
Guarantor whether such property is owned at the date of this Indenture or
thereafter acquired, without making effective provision whereby the Guarantees
(together with, if the Guarantor shall so determine, any other indebtedness
issued, assumed or guaranteed by the Guarantor and then existing or thereafter
created) shall be secured by such mortgage equally and rateably with (or, at
the option of the Guarantor, prior to) such indebtedness, so long as such
indebtedness shall be so secured; provided that the foregoing shall not apply
to any of the following:

(1) mortgages of or upon any property acquired, constructed or
improved by, or of or upon any shares of capital stock or indebtedness
acquired by, the Guarantor after the date of this Indenture (A) to
secure the payment of all or any part of the purchase price of such
property, shares of capital stock or indebtedness upon the acquisition
thereof by the Guarantor, or (B) to secure any indebtedness issued,
assumed or guaranteed by the Guarantor prior to, at the time of, or
within 360 days after (i) in the case of property, the later of the
acquisition, completion of construction (including any improvements on
existing property) or commencement of commercial operation of such
property or (ii) in the case of shares of capital stock or
indebtedness, the acquisition of such shares of capital stock or
indebtedness, which indebtedness is issued, assumed or guaranteed for
the purpose of financing or refinancing all or any part of the
purchase price of such property, shares of capital stock or
indebtedness and, in the case of property, the cost of construction
thereof or improvements thereon, provided that in the case of any such
acquisition, construction or improvement of property, the mortgage
shall not apply to any property, shares of capital stock or
indebtedness theretofore owned by the Guarantor other than, in the
case of any such construction or improvement, any theretofore
unimproved or substantially unimproved real property on which the
property so constructed or the improvement is located;

(2) mortgages of or upon any property, shares of capital stock
or indebtedness, which mortgages exist at the time of acquisition of
such property, shares or indebtedness by the Guarantor;

(3) mortgages of or upon any property of a corporation, which
mortgages exist at the time such corporation is merged with or into or
consolidated with the Company or which
<PAGE> 48
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mortgages exist at the time of a sale or transfer of the properties of
a corporation as an entirety or substantially as an entirety to the
Guarantor;

(4) mortgages to secure indebtedness of the Guarantor to any
Subsidiary or of any Subsidiary to another Subsidiary;

(5) mortgages in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State
thereof, or in favor of any other country or political subdivision, to
secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred or
guaranteed for the purpose of financing or refinancing all or any part
of the purchase price of the property, shares of capital stock or
indebtedness subject to such mortgages, or the cost of constructing or
improving the property subject to such mortgages (including, without
limitation, mortgages incurred in connection with pollution control,
industrial revenue or similar financings);

(6) mortgages on properties financed through tax-exempt
municipal obligations; provided that such mortgages are limited to the
property so financed;

(7) mortgages existing on the date of execution of this
Indenture; and

(8) any extension, renewal, refunding or replacement (or
successive extensions, renewals or replacements) in whole or in part
of any mortgage existing at the date of this Indenture or any mortgage
referred to in the foregoing Clauses (1) through (7), inclusive,
provided, however, that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so
secured at the time of such extension, renewal, refunding or
replacement, and that such extension, renewal, refunding or
replacement shall be limited to all or a part of the property (plus
improvements and construction on such property), shares of capital
stock or indebtedness which was subject to the mortgage so extended,
renewed, refunded or replaced.

(b) Notwithstanding the provisions of subsection (a) of this Section,
the Guarantor may, without equally and rateably securing the Guarantee, issue,
assume or guarantee indebtedness secured by a mortgage not excepted by Clauses
(1) through (8) of such subsection (a), if the aggregate amount of such
indebtedness, together with all other indebtedness of, or indebtedness
guaranteed by, the Guarantor existing at such time and secured by mortgages not
so excepted, does not at the time exceed 10% of the Guarantor's
<PAGE> 49
- 41 -

Consolidated Net Worth. "Consolidated Net Worth" shall be the difference
between the Guarantor's consolidated assets and consolidated liabilities as
shown on the Guarantor's most recent audited consolidated financial statements
prepared in accordance with United States generally accepted accounting
principles.

(c) An arrangement with any Person providing for the leasing by the
Guarantor of any property, which property has been or is to be sold or
transferred by the Guarantor to such Person with the intention that such
property be leased back to the Guarantor, shall not be deemed to create any
indebtedness secured by a mortgage if the obligations in respect of such lease
would not be included as liabilities on a consolidated balance sheet of the
Guarantor.

The Guarantor may fail or omit in any particular instance to comply
with the covenant set forth in this Section 4.04 if the Company shall have
obtained and filed with the Trustee prior to the time for such compliance the
consent in writing of the Holders of at least a majority in aggregate principal
amount of all of the Senior Notes at the time Outstanding either waiving such
compliance in such instance or generally waiving compliance with such covenant,
but no such waiver shall extend to or affect any obligation not expressly
waived or impair any right consequent thereon.

SECTION 4.05. STATEMENT AS TO COMPLIANCE. The Guarantor will deliver
to the Trustee, within 120 days after the end of each fiscal year, a written
statement (which need not comply with Section 1.02) signed by the Chairman of
the Board, President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Controller or an Assistant Controller, or the Secretary or an
Assistant Secretary of the Company, stating, as to each signer thereof, whether
or not to the best of his knowledge, the Guarantor is in default in the
performance of any of its obligations under this Indenture, and, if there is a
default in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof.

ARTICLE V

REPAYMENT AT OPTION OF HOLDERS

SECTION 5.01. OPTIONAL REPAYMENT OF NOTES. If the Board Resolution
or supplemental indenture, as the case may be, with respect to the Senior Notes
of any particular series so provides, such Senior Notes shall be subject to
repayment at the option of the Holder prior to their Stated Maturity, on such
terms as set forth in the Board Resolution or supplemental indenture pertaining
to such Senior Notes, upon the receipt by the Company of the form entitled
'Option to Elect Repayment' as specified in Section 5.02
<PAGE> 50
- 42 -

or such optional notification procedure as may be specified in such Senior
Notes.

SECTION 5.02. REPAYMENT PROCEDURE FOR NOTES. To be repaid at the
option of the Holder, unless additional or substitute procedures are set forth
in the Senior Notes, Senior Notes must be received, with the form entitled
"Option to Elect Repayment" on the reverse of the Notes duly completed, by the
Trustee at its designated office (or at such other place of which the Company
shall from time to time notify the Holders of the Senior Notes) within the
periods specified by the terms of the Senior Notes. Effective exercise of the
repayment option by the Holder shall be irrevocable. Upon such completion and
receipt of the applicable form, Senior Notes for which the option has been
exercised become due and payable on the repayment date at the repayment price
plus accrued interest (if any), except that interest, the Stated Maturity of
which is on or prior to such repayment date, shall be payable to the Holders of
such Senior Notes of record on the relevant Record Dates according to their
terms and the provisions of Section 2.07. From and after such repayment date
(unless the Company or Guarantor shall default in the payment of the repayment
price) such Senior Notes shall cease to bear interest.

ARTICLE VI

REDEMPTION OF NOTES; SINKING FUNDS

SECTION 6.01. APPLICABILITY OF REDEMPTION PROVISIONS. Senior Notes
of any series which are redeemable before their Stated Maturity at the option
of the Company or otherwise shall be redeemable in accordance with their terms
and in accordance with the following provisions of this Article VI.

SECTION 6.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem Senior Notes of any series shall be evidenced by a Board
Resolution or, if an officer of the Company has been duly authorized with
respect to the redemption of Senior Notes, a certificate from such officer to
the Trustee authorizing such actions as are necessary or appropriate to effect
the redemption and a Board Resolution evidencing such officer's authority. In
case of any redemption at the option of the Company of less than all of the
Senior Notes of any series the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee by Company Order of such
Redemption Date and of the principal amount of Senior Notes to be redeemed.

SECTION 6.03. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED. If less
than all the Senior Notes of any series are to be redeemed, and unless
otherwise provided with respect to the Senior Notes of any particular series,
the particular Senior Notes to be redeemed
<PAGE> 51
- 43 -

shall be selected by the Trustee from the Outstanding Senior Notes of such
series not previously called for redemption, by lot or by such other method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Senior Notes,
provided, however, that except with respect to Senior Notes being redeemed
pursuant to the operation of a sinking fund, no such partial redemption shall
reduce the portion of the principal amount of a Senior Note of such series not
redeemed to less than the minimum denomination for a Senior Note of that
series. The portions of the principal of Senior Notes so selected for partial
redemption shall be equal to the smallest authorized denomination of the Senior
Notes of such series or an integral multiple thereof.

The Trustee shall promptly notify the Company in writing of the Senior
Notes selected for redemption and, in the case of any Senior Note selected for
partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Senior Notes shall
relate, in the case of any Senior Note redeemed or to be redeemed only in part,
to the portion of the principal of such Senior Note which has been or is to be
redeemed.

SECTION 6.04. NOTICE OF REDEMPTION. Notice of redemption shall be
given not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Senior Notes to be redeemed, such notice sent by first class
mail, postage pre-paid at his address appearing in the Note Register.

All notices of redemption shall state:

(1) the series designation of the Senior Notes to be redeemed,

(2) the Redemption Date,

(3) the Redemption Price,

(4) if less than all Outstanding Senior Notes of such series
are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Senior Notes of
such Holder to be redeemed,

(5) that on the Redemption Date the Redemption Price will
become due and payable upon each such Senior Note, and that, if
applicable, interest thereon shall cease to accrue from and after said
date,
<PAGE> 52
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(6) the place where such Senior Notes are to be surrendered
for payment of the Redemption Price, which shall be the office or
agency of the Company at any place at which the principal of such
Senior Notes is payable,

(7) if Senior Notes are to be redeemed pursuant to any
sinking or purchase fund established for any series of Senior Notes,
that the redemption is being made for the purposes of such sinking or
purchase fund, and

(8) CUSIP number, if any.

Notice of redemption of Senior Notes to be redeemed at the option of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 6.05. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 3.03) an amount of money sufficient to pay the
Redemption Price plus accrued interest of all the Senior Notes which are to be
redeemed on that date.

SECTION 6.06. NOTES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Senior Notes so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Senior Notes shall cease to bear
interest. Upon surrender of such Senior Notes for redemption in accordance with
such notice, such Senior Notes shall be paid by the Company at the Redemption
Price. Interest, the Stated Maturity of which is on or prior to the Redemption
Date, shall be payable to the Holders of such Senior Notes of record on the
relevant Record Dates according to their terms and the provisions of Section
2.07.

If any Senior Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Senior Note.

SECTION 6.07. NOTES REDEEMED IN PART. Any Senior Note which is to be
redeemed only in part shall be surrendered to the Trustee or Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company and the Guarantor shall execute and the Trustee shall
authenticate and deliver to such Holder, without service charge, a
<PAGE> 53
-45-

new Senior Note or Senior Notes of the same series, including the Guarantee, of
any authorized denominations as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Senior Note so surrendered.

SECTION 6.08. SINKING FUNDS. The provisions of this Article VI shall
be applicable to any sinking fund for the retirement of Senior Notes of any
series except as otherwise specified in such Senior Notes.

The minimum amount of any sinking fund payment provided for by the
terms of Senior Notes of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Senior Notes of any series is herein referred to
as an "optional sinking fund payment". If provided for by the terms of Senior
Notes of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 6.09. Each sinking fund payment shall be
applied to the redemption of Senior Notes of any series as provided for by the
terms of Senior Notes of such series.

SECTION 6.09. SATISFACTION OF SINKING FUND PAYMENTS WITH NOTES. The
Company (1) may deliver to the Trustee for cancellation Outstanding Senior
Notes of a series (other than any previously called for redemption) and (2) may
apply as a credit Senior Notes of a series containing identical terms and
provisions which have been redeemed either at the election of the Company
pursuant to the terms of such Senior Notes or through the application of
permitted optional sinking fund payments pursuant to the terms of such Senior
Notes, in each case in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Senior Notes of such series required to be
made pursuant to the terms of such Senior Notes as provided for by the terms of
such Senior Notes; provided that such Senior Notes shall not have been
previously so credited. Such Senior Notes shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Senior
Notes for redemption through operation of the mandatory sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 6.10. REDEMPTION OF NOTES FOR SINKING FUNDS Not less than-45
days prior to each sinking fund payment date for Senior Notes of any series,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment and optional sinking
fund payment, if any, for that series of Senior Notes pursuant to the terms
thereof, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Senior Notes of that series pursuant to Section 6.09 and will
also deliver with the said
<PAGE> 54
-46-

Officers' Certificate to the Trustee any Senior Notes to be so delivered if not
theretofore delivered. Not less than 45 days before each such sinking fund
payment date the Company shall cause to be selected the Senior Notes to be
redeemed upon such sinking fund payment in the manner specified in Section 6.03
and shall cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 6.04. The
Company or the Guarantor shall deposit the amount of cash, if any, required for
such sinking fund payment with the Trustee in the manner provided in Section
6.05. Such notice having been duly given, the redemption of such Senior Notes
shall be made upon the terms and in the manner stated in Sections 6.06 and
6.07.

ARTICLE VII

SATISFACTION AND DISCHARGE

SECTION 7.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Senior Notes if herein or in any
supplemental indenture expressly provided for), and the Trustee, on demand of
and at the expense of the Company or the Guarantor, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Senior Notes theretofore authenticated and delivered (other
than (i) Senior Notes which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.06, and (ii) Senior
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 3.02) have
been delivered to the Trustee for cancellation; or

(B) all such Senior Notes not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the
expense, of the Company,
<PAGE> 55
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and the Company, in the case of (B) (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee
as trust funds in trust for the purpose of discharging and
undertakes an amount sufficient to pay and discharge the entire
indebtedness on such Senior Notes not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if
any) and interest to the date of such deposit (in the case of
Senior Notes which have become due and payable), or to their
Stated Maturity or Redemption Date, as the case may be; and

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company or the Guarantor; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.07, the obligations
of the Trustee to any authenticating agent appointed under Section 2.10 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 7.02
and the last paragraph of Section 3.03 shall survive.

SECTION 7.02. APPLICATION OF TRUST MONEY. Subject to the provisions
of the last paragraph of Section 3.02, all money deposited with the Trustee
pursuant to Section 7.01 shall be held in trust and applied by it, in
accordance with the provisions of the Senior Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

SECTION 7.03. SATISFACTION, DISCHARGE, AND DEFEASANCE OF NOTES OF ANY
SERIES. Unless this Section 7.03 shall be deemed inapplicable to a series of
Senior Notes pursuant to the Board Resolution or supplemental indenture
creating such series, the Company shall be deemed to have paid and discharged
the entire indebtedness on all the Outstanding Senior Notes of any such series
and the Trustee, at the demand of and at the expense of the Company shall
execute proper instruments acknowledging satisfaction and discharge of such
indebtedness, when

(1) either
<PAGE> 56
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(A) with respect to all Outstanding Senior Notes of such series,

(i) the Company has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of
discharging such indebtedness an amount sufficient to pay and
discharge the entire indebtedness on all Outstanding Senior
Notes of such series for principal (and premium, if any) and
interest to the Stated Maturity or any Redemption Date as
contemplated by the penultimate paragraph of this Section 7.03,
as the case may be; or

(ii) the Company has deposited or caused to be deposited
with the Trustee as obligations in trust for the purpose of
discharging such indebtedness such amount of direct obligations
of, or obligations the principal of and interest on which are
fully guaranteed by, the United States of America and which are
not callable at the option of the issuer thereof as will,
together with the income to accrue thereon without consideration
of any reinvestment thereof, be sufficient to pay and discharge
the entire indebtedness on all Outstanding Senior Notes of such
series for principal (and premium, if any) and interest to the
Stated Maturity or any Redemption Date as contemplated by the
penultimate paragraph of this Section 7.03, as the case may be;
or

(B) the Company has properly fulfilled such other means of
satisfaction and discharge as is specified in the Board Resolution
described in Section 2.01 hereof or supplemental indenture applicable
to the Senior Notes of such series; and

(2) the Company has paid or caused to be paid all other sums payable
with respect to the Outstanding Senior Notes of such series; and

(3) the Company has delivered to the Trustee a certificate of a firm of
independent public accountants certifying as to the sufficiency of the amounts
deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of
the principal (and premium, if any) and interest on the dates such payments are
due, an Officers' Certificate and an Opinion of Counsel, each such Certificate
and Opinion stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of the entire indebtedness on all Outstanding
Senior Notes of any such series have been complied with.

Any deposits with the Trustee referred to in Section 7.03(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance
<PAGE> 57
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satisfactory to the Trustee. If any Outstanding Senior Notes of such series are
to be redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the Company shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.

Upon the satisfaction of the conditions set forth in this Section 7.03
with respect to all the Outstanding Senior Notes of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company or the Guarantor, other than the provisions of
Sections 2.06 and 2.07 and other than the right of Holders of Senior Notes of
such series to receive, from the trust fund described in this Section, payment
of the principal of and the interest on such Senior Notes when such payments
are due and other than the rights, powers, duties and immunities of the Trustee
hereunder (including the obligations of the Company to the Trustee under
Section 9.07).

SECTION 7.04. REINSTATEMENT. If the Trustee is unable to apply any
money in accordance with Section 7.01 or 7.03 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's and Guarantor's
obligations under this Indenture and the Senior Notes shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Seven
until such time as the Trustee is permitted to apply all such money in
accordance with Section 7.01 or 7.03; provided, however, that if the Company
makes any payment of principal of (and premium, if any) or interest on any
Senior Notes following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Senior Notes to receive such
payment from the money held by the Trustee.

ARTICLE VIII

REMEDIES

SECTION 8.01. EVENTS OF DEFAULT. "Event of Default", wherever used
herein with respect to Senior Notes of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(1) default in the payment of any instalment of interest upon any
Senior Note of that series when such instalment of
<PAGE> 58
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interest shall become due and payable, and continuance of such default for a
period of 30 days; or

(2) default in the payment of the principal of (or premium, if any, on)
any Senior Note of that series at its Maturity; or

(3) default in the deposit under Section 6.10 of any installment of any
sinking fund or similar payment with respect to Senior Notes of that series
when and as payable by the terms of the Board Resolution or supplemental
indenture establishing such series, and continuance of such default for a
period of 30 days; or

(4) default in the performance, or breach, of any covenant or warranty
of the Company or the Guarantor in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section 8.01 specifically dealt with or which has expressly been included in
the Indenture solely for the benefit of Senior Notes of a series other than
that series), and continuance of such default or breach for the period of time
and after the notice specified below;

(5) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company or the Guarantor a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or the Guarantor
under the Federal Bankruptcy Code or any other applicable Federal or State law,
or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or the Guarantor or of any substantial part of
its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or

(6) the institution by the Company or the Guarantor of proceedings to
be adjudicated a bankrupt or insolvent, or the consent by it to the institution
of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under in the
case of the Company, all applicable Dutch bankruptcy, insolvency or analogous
law, or in the case of the Guarantor, the Federal Bankruptcy Code or any other
applicable Federal or State law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or the Guarantor or of
any substantial part of its property, or the making by it of an assignment for
the benefit
<PAGE> 59
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of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate
action by the Company or the Guarantor in furtherance of any such
action; or

(7) default by the Company or the Guarantor beyond any period of
grace provided for with respect thereto in any payment of principal or
interest on any obligation for borrowed money, other than any of the
Senior Notes, under an indenture in which the Trustee is acting as the
trustee for security holders, or in the performance of any other term,
condition or covenant contained in any such indenture, which results in
the principal amount of such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise be due and
payable, without such acceleration being rescinded or annulled within
the period and after the notice specified below, and such principal
amount exceeds $150,000,000.

A default with respect to any series of Senior Notes under clause (4)
or clause (7) is not an Event of Default until the Trustee notifies the Company
and the Guarantor, or the Holders of at least 25% in principal amount of the
outstanding Senior Notes of that series notify the Company, the Guarantor and
the Trustee, of the default and the Company and the Guarantor do not cure the
default within 60 days in the case of clause (4) and 30 days in the case of
clause (7) after receipt of the notice. The notice must specify the default,
demand that it be remedied and state that the notice is a 'Notice of Default.'

SECTION 8.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If
an Event of Default occurs with respect to Notes of any series at the time
Outstanding and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Senior
Notes of that series may declare the principal of all the Senior Notes of that
series (or, if the Senior Notes of that series are Original Issue Discount
Notes, such portion of the principal amount thereof as may be specified in the
terms of such Senior Notes) and all accrued but unpaid interest to be due and
payable immediately, by a notice in writing to the Company and the Guarantor
(and to the Trustee if given by Holders), and upon any such declaration such
principal and all accrued but unpaid interest shall become immediately due and
payable.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article VIII provided, the Holders of a
majority in principal amount of the Senior Notes then Outstanding of that
series, by written notice to
<PAGE> 60
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the Company, the Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if

(1) the Company or the Guarantor has paid or deposited with the Trustee
a sum sufficient to pay

(A) all overdue installments of interest, if any, on all Senior
Notes of that series,

(B) the principal of (and premium, if any, on) any Senior Notes of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or the respective rates
borne by the Senior Notes of that series,

(C) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest, if any, at the rate or the
respective rates borne by the Senior Notes of that series or at a rate
otherwise specified therein, and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;

and

(2) all Events of Default, other than the non-payment of the principal
of Senior Notes of that series which have become due solely by such
acceleration, have been cured or waived as provided in Section 8.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 8.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company and the Guarantor covenant that if

(1) default is made in the payment of any installment of interest on
any Senior Notes when such interest becomes due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of (i) the principal of (or premium,
if any) or, (ii) any sinking fund installment when due and payable on any
Senior Notes at the Maturity thereof,

the Company or the Guarantor will, upon demand of the Trustee or the Holders of
not less than 25% in principal amount of such Outstanding Senior Notes, pay to
the Trustee, for the benefit of the Holders of such Senior Notes, the whole
amount then due and
<PAGE> 61
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payable on such Senior Notes for principal (and premium, if any) and interest,
with interest upon the overdue principal (and premium, if any) and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate or respective rates borne by such Senior
Notes or at the rate or respective rates specified therein; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company and the Guarantor fail to pay such amount forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company and the Guarantor or any other obligor
upon the Senior Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company and the
Guarantor or any other obligor upon the Senior Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 8.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company, the Guarantor or any other obligor upon the
Senior Notes or the property of the Company, the Guarantor or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Senior Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company or the Guarantor for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the
Senior Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and
<PAGE> 62
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(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section
9.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

SECTION 8.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.
All rights of action and claims under this Indenture or the Senior Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Senior Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
rateable benefit of the Holders of the Senior Notes in respect of which such
judgment has been recovered.

SECTION 8.06. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee pursuant to this Article VIII shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Senior Notes, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section
9.07;

SECOND: To the payment of the amounts then due and unpaid upon the
Senior Notes for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been
collected, rateably, without preference or priority of any kind,
according to the amounts due and payable on such Senior Notes for
principal (and premium, if any) and interest, respectively; and
<PAGE> 63
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THIRD: To the payment of the remainder, if any, to the Company, the
Guarantor or any other Person lawfully entitled thereto.

For all purposes of this Section 8.06, the Holders of any Senior Notes
denominated in ECU, or any other composite currency or a Foreign Currency shall
be entitled to receive a rateable portion of the payment determined pursuant to
Section 1.04(f) hereof.

SECTION 8.07. LIMITATIONS ON SUITS. No Holder of any Senior Note of
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Senior Notes of
that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Senior Notes of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60 day period by the Holders of a
majority in principal amount of the Outstanding Senior Notes of such
series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and rateable benefit of all the Holders.

SECTION 8.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture,
the Holder of any Senior Note shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to
<PAGE> 64
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Section 2.07) interest on such Senior Note on the respective Stated Maturities
expressed in such Senior Note (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

SECTION 8.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Guarantor, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

SECTION 8.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 8.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article VIII or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.

SECTION 8.12. CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Senior Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, provided that

(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

SECTION 8.13. WAIVER OF PAST DEFAULTS. The Holders of a majority in
principal amount of the Outstanding Senior Notes of any series affected by an
Event of Default may on behalf of the Holders

<PAGE> 65
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of such series of Senior Notes waive any past default hereunder and its
consequences, except a default

(1) in the payment of the principal of (or premium, if any) or
interest on any Senior Note of such series, or

(2) in respect of a covenant or provision hereof which under Section
12.02 cannot be modified or amended without the consent of the Holder of
each Outstanding Senior Note affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 8.14. UNDERTAKING OF COSTS. All parties to this Indenture
agree, and each Holder of any Senior Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered, or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 8.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of any series of the Outstanding Senior Notes, or
to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Senior Note on or after
the respective Stated Maturities expressed in such Senior Note for such
interest (or, in the case of redemption, on or after the Redemption Date).

SECTION 8.15. WAIVER OF STAY OR EXTENSION LAWS. Each of the Company
and the Guarantor covenant (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension of law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company and the Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.
<PAGE> 66
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ARTICLE IX

TRUSTEE

SECTION 9.01. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. (a)
Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture.

(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that

(1) this Subsection (c) shall not be construed to limit the effect
of Subsection (a) of this Section 9.01;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a majority in principal amount of the
Outstanding Senior Notes determined as provided in Section 1.01 and
1.04 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture; and

<PAGE> 67
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(4) no provision of this Indenture shall require the Trustee to
expend, pay, advance or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers.

SECTION 9.02. NOTICE OF DEFAULT. Within 90 days after the occurrence
of any default hereunder, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Note Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest on any Senior Note or in
the payment of any sinking or purchase fund instalment, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders; and provided, further, that in the
case of any default of the character specified in Section 8.01(4) no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section 9.02 the term 'default' means any
event which is, or after notice or lapse of time or both would become, an Event
of Default.

SECTION 9.03. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 9.01:

(a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request or direction of the Company or the Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action
<PAGE> 68
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taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity, reasonably satisfactory to the
Trustee, against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company or the Guarantor, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder; and

(h) the Trustee shall not be liable for any action taken by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture.

SECTION 9.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The
recitals contained herein and in the Senior Notes, except the certificate of
authentication, shall be taken as the statements of the Company or the
Guarantor, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Senior Notes. The Trustee shall not be
accountable for the use or application by the Company or the Guarantor of
Senior Notes or the proceeds thereof.

SECTION 9.05. MAY HOLD NOTES. The Trustee, any Paying Agent, Note
Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Senior Notes and,
subject to Sections 9.08 and 9.09 may otherwise deal with the Company or the
Guarantor with the same rights it would have if it were not Trustee, Paying
Agent, Note Registrar or such other agent.
<PAGE> 69
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SECTION 9.06. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company and the
Guarantor.

SECTION 9.07. COMPENSATION AND REIMBURSEMENT. The Company and the
Guarantor, jointly and severally agree

(1) to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless against,
any loss, damage, claims, liability or expense incurred, including taxes
(other than taxes based upon, or measured by, the income of the Trustee)
without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

As security for the performance of the obligations of the Company under
this Section 9.07 the Trustee shall have a lien prior to the Senior Notes for
any amount owing to it or to any predecessor Trustee upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the payment of principal of (and premium, if any) or interest on particular
Senior Notes.

When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 8.01(5) or Section 8.01(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.
<PAGE> 70
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SECTION 9.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY;
DISQUALIFICATION; CONFLICTING INTERESTS. (a) This Indenture shall always have
a Trustee with respect to the Senior Notes of each series which satisfies the
requirements of TIA 310(a)(1). The Trustee shall always have a combined capital
and surplus of at least $5,000,000 as set forth in its most recent annual
report of condition.

(b) The Trustee is subject to TIA 310(b), including the optional
provision permitted by the second sentence of TIA 310(b)(9); it being
understood that for the purposes of this Indenture, with respect to Senior
Notes of any series, the provisions of TIA 310(b) with respect to conflicting
interests relating to 'other securities' shall be interpreted to include Senior
Notes of each other series and with respect to 'other indentures' shall include
the provisions of this Indenture relating to the Senior Notes of such other
series.

SECTION 9.09. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee is subject to TIA 311(a), excluding any creditor relationship listed
in TIA 311(b). A Trustee who has resigned or been removed shall be subject to
TIA 311(a) to the extent indicated.

SECTION 9.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 9.11.

(b) The Trustee may resign at any time by giving written notice thereof
to the Company and the Guarantor. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Senior Notes, delivered to the
Trustee, the Company and the Guarantor.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 9.08(b)
after written request therefor by the Company, the Guarantor or by any
Holder who has been a bona fide Holder for at least six months, or

(2) the Trustee shall cease to be eligible under Section
9.08(a) and shall fail to resign after written request
<PAGE> 71
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therefor by the Company or the Guarantor or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company or the Guarantor, individually and not
jointly by a Board Resolution may remove the Trustee, or (ii) subject to
Section 8.14, any Holder who has been a bona fide Holder for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Senior Notes
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to the Holders as
their names and addresses appear in the Note Register. Each notice shall
include the name of the successor Trustee and the address of its principal
corporate trust office.

SECTION 9.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and the Guarantor and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company and
the Guarantor or the successor Trustee, such retiring
<PAGE> 72
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Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien, if any, provided for in Section 9.07. Upon request of
any such successor Trustee, the Company and the Guarantor shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article IX.

SECTION 9.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article IX, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Senior Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Senior Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Senior Notes.

ARTICLE X

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 10.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee, between September 1 and September 15 and between
March 1 and March 15 in each 12 months' period beginning with March 1, 1993,
and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request, a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders as of
a date not more than 15 days prior to the time such information is furnished.
So long as the Trustee is the Note Registrar no such list need be furnished.

SECTION 10.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
(a) The Trustee shall preserve, in as current a form as
<PAGE> 73
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is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 10.01 and the
names and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 10.01 upon receipt of a new list so furnished.

(b) Holders of Senior Notes may communicate pursuant to TIA 312(b)
with other Holders with respect to their rights under this Indenture or the
Senior Notes. The Company, the Guarantor the Trustee, the Senior Note
Registrar, and anyone else shall have the protection of TIA 312(c).

SECTION 10.03. REPORTS BY TRUSTEE. (a) The term 'reporting date', as
used in this Section 10.03, means September 15. Within 60 days after the
reporting date in each year, the Trustee shall transmit by mail to all Holders,
as their names and addresses appear in the Note Register, a brief report dated
as of such reporting date that complies with TIA 313(a). The Trustee shall
also comply with TIA 313(b).

(b) Reports pursuant to this Section 10.03 shall be transmitted by
mail:

(1) to all Holders of Senior Notes, as the names and addresses
of such Holders appear in the Note Register;

(2) to such Holders of Senior Notes as have, within the 2 years
preceding such transmission, filed their names and addresses with the
Trustee for that purpose; and except in the case of reports pursuant to
TIA 313(b), to all Holders of Senior Notes whose names and addresses
have been furnished to or received by the Trustee pursuant to Section
10.01.

(c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Senior Notes are listed, and also with the Commission. The Company will notify
the Trustee when the Senior Notes are listed on any stock exchange.

ARTICLE XI

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 11.01. GUARANTOR MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.
The Guarantor shall not consolidate with or merge into any other corporation or
convey, transfer, sell or lease its properties and assets as, or substantially
as, an entirety to any Person, unless:
<PAGE> 74
-66-

(1) the corporation formed by such consolidation or into which
the Guarantor is merged or the Person which acquires by conveyance,
transfer, sale or lease the properties and assets of the Guarantor as,
or substantially as, an entirety shall be a corporation organized and
existing under the laws of the United States of America or any State or
the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Senior Notes
pursuant to the Guarantee and the performance of every covenant of this
Indenture on the part of the Guarantor to be performed or observed;

(2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time, or
both, would become an Event of Default, shall have happened and be
continuing; and

(3) the Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental
indenture comply with this Section 11.01 and that all conditions
precedent herein provided for relating to such transaction have been
complied with.

SECTION 11.02. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.
Notwithstanding anything contained in this Indenture or in the Senior Notes, a
resolution or order for winding-up the Company or any other proceedings taken
with a view to its reconstruction or its reorganization or its consolidation,
amalgamation or merger with or into another corporation, or any other
transaction or proceedings resulting in the amalgamation of the Company with
another corporation or the transfer, sale or conveyance of all or substantially
all the Company's undertaking or assets to another Person shall not constitute
an Event of Default or be deemed to be prevented or restricted by anything
contained herein or in the Senior Notes, if the Person resulting from such a
reconstruction, reorganization, consolidation, amalgamation or merger or the
Person to whom such undertaking or assets are transferred, sold or conveyed, as
the case may be, (herein referred to as the "Successor") shall, within 120 days
from the passing of the resolution or the date of the order, and at or before
the taking of such other proceedings or the transfer, sale or conveyance of the
undertaking and assets of the Company to the Successor, enter into a covenant
with the Trustee or otherwise become liable in law to pay the principal and
interest and other moneys due or which may become due under this Indenture and
the Senior Notes and to perform and observe all the obligations of the Company
under this Indenture, and shall sign and execute all such deeds and documents
<PAGE> 75
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as the Trustee may be advised by counsel are necessary or advisable in the
circumstances.

Provided, however, that the Company shall not engage in any transaction
referred to in the foregoing paragraph unless the Trustee has been satisfied
that the following conditions have been complied with:

(1) the Successor is a corporation incorporated or a partnership formed
under the laws of the Netherlands or of the United States of America or
under any of the respective political subdivisions thereof;

(2) at the time of and immediately after the consummation of the transaction
no condition or event shall exist which constitutes or which would,
after the lapse of time of giving of notice or both, constitute an Event
of Default hereunder;

(3) the Successor is lawfully entitled to acquire and operate the undertaking
and assets; and

(4) in the opinion of counsel to the Trustee, the transaction is upon such
terms as substantially to preserve and not to impair any of the rights
and powers of the Trustee or of the Holders hereunder.

The Trustee may accept and rely on an opinion of counsel that
conditions prescribed in this section 11.02 have been complied with and upon
obtaining such opinion the Trustee shall join in such documents and do such
acts as may be required or thought advisable to consent to or give effect to
such reconstruction, reorganization, consolidation, amalgamation, merger,
transfer, sale or conveyance and to release and discharge the Company from
liability under this Indenture and the Senior Notes.

SECTION 11.03. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation or merger, or any conveyance, transfer, sale or lease of the
properties and assets of the Company or the Guarantor, as the case may be, as,
or substantially as, an entirety in accordance with Sections 11.01 or 11.02,
the successor corporation formed by such consolidation or into which the
Company or the Guarantor is merged or to which such conveyance, transfer, sale
or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or the Guarantor, as the case may be,
under this Indenture with the same effect as if such successor corporation had
been named as the Company or the Guarantor respectively herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture, the Senior Notes or the
Guarantees as applicable.
<PAGE> 76
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ARTICLE XII

SUPPLEMENTAL INDENTURES

SECTION 12.01. SUPPLEMENTAL INDENTURE WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holder, the Company, the Guarantor and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(1) to create a new series of Senior Notes;

(2) to evidence the succession of another corporation to the
Company or the Guarantor, and the assumption by any such successor of
the covenants of the Company or the Guarantor herein and in the Senior
Notes contained;

(3) to add to the covenants of the Company or the Guarantor
for the benefit of the Holders of all or any series of Senior Notes
(and if such covenants are to be for the benefit of less than all series
of Senior Notes, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any
right or power herein conferred upon the Company or the Guarantor;

(4) to mortgage, pledge, convey, assign and transfer to the
Trustee any property or assets as security for the Senior Notes and to
specify the terms and conditions upon which such property or assets are
to be held and dealt with by the Trustee and to set forth such other
provisions in respect thereof as may be required by this Indenture or as
may, consistent with the provisions of this Indenture, be deemed
appropriate by the Company or the Guarantor and the Trustee, or to
correct or amplify the description of any such property or assets at any
time so mortgaged, pledged, conveyed and transferred to the Trustee;

(5) to add any additional Events of Default with respect to
all or any series of Senior Notes;

(6) to cure any ambiguity, defect, or inconsistency or to
correct or supplement any provision contained herein or in any
supplemental indenture or in any Senior Notes issued hereunder;

(7) to provide for uncertificated Senior Notes in addition to
certificated Senior Notes;

(8) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Senior Notes in bearer form,
<PAGE> 77
-69-

registrable or not registrable as to principal, and with or without
interest coupons;

(9) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Senior Notes of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 9.11; or

(10) to make any change that does not adversely affect the
rights of any Holder of Senior Notes which are Outstanding.

SECTION 12.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
Subject to the provisions of Section 8.12 and Section 8.13, with the consent of
the Holders of not less than a majority in principal amount of the Outstanding
Senior Notes of each series which are affected, evidenced by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, the Guarantor and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Senior Notes of such series thereof under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Senior Note affected
thereby,

(1) change the Stated Maturity of the principal of, or any
instalment of interest on, any Senior Note, or reduce the principal
amount thereof or the interest thereon or any premium payable upon the
redemption thereof, or reduce the principal amount of an Original Issue
Discount Note that would be due and payable upon a declaration of
acceleration of the Maturity thereof, or change the coin or currency in
which any Senior Note or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or

(2) reduce the percentage in principal amount of the
Outstanding Senior Notes of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or
<PAGE> 78
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(3) modify any of the provisions of this Section 12.02 or
Section 8.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Senior Note affected thereby
provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to 'the
Trustee' and concomitant changes in this Section and Section 3.08, or
the deletion of this proviso, in accordance with the requirements of
Sections 9.11 and 12.01(9).

It shall not be necessary for any Act of Holders under this Section
12.02 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve substance thereof.

SECTION 12.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article XII or the modification thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 9.01) shall be fully protected in relying upon, an Opinion of Counsel,
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemental indenture is a valid and
binding obligation of the Company or the Guarantor in accordance with its
terms. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 12.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution
of any supplemental indenture under this Article XII, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Senior Notes
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

SECTION 12.05. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article XII shall conform to
the requirements of TIA as then in effect.

SECTION 12.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Senior
Notes authenticated and delivered after the execution of any applicable
supplemental indenture pursuant to this Article XII may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Senior Notes so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and
<PAGE> 79
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authenticated and delivered by the Trustee in exchange for Outstanding Senior
Notes.

<PAGE> 80
-72-

TESTIMONIUM

This Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
<PAGE> 81
-73-

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By_________________________________________
Vice President
Attest:

_________________________
Assistant Secretary
(CORPORATE SEAL)

HOUSEHOLD INTERNATIONAL, INC.

BY ______________________________________
Assistant Treasurer

Attest:

______________________________
Assistant Secretary
(CORPORATE SEAL)

THE FIRST NATIONAL BANK OF BOSTON,
AS TRUSTEE

BY ______________________________________
Vice President

Attest:

______________________________
Assistant Cashier
(CORPORATE SEAL)

a:BOSTON.IND

<PAGE> 1

Exhibit 4(c)

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

Form of Warrant Agreement
(for warrants sold alone)

THIS WARRANT AGREEMENT dated as of between Household
International Netherlands B.V. a corporation organized under the laws of the
Netherlands (the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to) and as Warrant Agent (the
"Warrant Agent").

WHEREAS, the Company has entered into an Indenture dated as of
(the "Indenture"), with , as Trustee (the "Trustee"), providing
for the issuance from time to time of its unsecured debt securities (the "Debt
Securities"), to be issued in one or more series as provided in the Indenture;
and

WHEREAS, the Company proposes to sell warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase [title of debt securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

Issuance of Warrants and Execution
and Delivery of Warrant Certificates

Section 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase
a Warrant Debt Security in the principal amount of $ .
<PAGE> 2
Section 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrant Certificates may be
listed, or to conform to usage. The Warrant Certificates shall be signed on
behalf of the Company by either its President, one of its Vice Presidents or
one of its Assistant Treasurers under its corporate seal and attested by its
Secretary or any of its Assistant Secretaries. Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the Warrant Certificates.

No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean the bearer of such Warrant Certificate.]

[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered

2
<PAGE> 3
upon the books to be maintained by the Warrant Agent for that purpose.]

Section 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$ = aggregate principal amount of Warrant Debt Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$ aggregate principal amount of Warrant Debt Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously countersigned
Warrant Certificates, [If registered Warrants -- or in connection with their
transfer], as hereinafter provided or as provided in Section 2.03(c).

ARTICLE II

Warrant Price, Duration and Exercise of Warrants

Section 2.01. Warrant Price*. [On , 19 the exercise price
of each Warrant is $ . During the period from , 19 through and
including , 19 the exercise price of each Warrant will be $
plus [accrued amortization of the original issue discount] [accrued interest]
from , 19 . On , 19 the exercise price of each Warrant
will be $ . During the period from , 19 , through and including
, 19 , the exercise price of each Warrant will be $ plus
[accrued amortization of the original issue discount] [accrued interest]
from , 19 , [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis using a
360-day year consisting of twelve 30-day months]. Such purchase price of
Warrant Debt Securities is referred to in this Agreement as the "Warrant
Price". [The original issue discount for each $1,000 principal amount of
Warrant Debt Securities is $ ].

Section 2.02. Duration of Warrants. Each Warrant evidenced by a
Warrant Certificate may be exercised in whole at any time, as

- ---------------
* Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.

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<PAGE> 4
specified herein, on or after [the date thereof] [ , 19 ] and at or
before 5 p.m. time on , 19 (the "Expiration Date").
Each Warrant not exercised at or before 5 p.m. time on the
Expiration Date shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.

Section 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in
cash or by certified check or official bank check or by bank wire transfer, in
each case] [by bank wire transfer] in immediately available funds, the Warrant
Price for each Warrant exercised, to the Warrant Agent at its corporate trust
office [or at ], provided that such exercise is subject to receipt
within five business days of such [payment] [wire transfer] by the Warrant
Agent of the Warrant Certificate with the form of election to purchase
Warrant Debt Securities set forth on the reverse side of the Warrant
Certificate properly completed and duly executed. The date on which payment
in full of the Warrant Price is received by the Warrant Agent shall, subject
to receipt of the Warrant Certificate as aforesaid, be deemed to be the date
on which the Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment of the Warrant Price in an account of the Company
maintained with it and shall advise the Company by telephone at the end of
each day on which a [payment] [wire transfer] for the exercise of Warrants is
received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.

(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised in accordance with the terms and conditions of
this Agreement and the Warrant Certificates; (ii) the instructions of each
holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the Warrant Debt Securities to which such holder is entitled upon
such exercise; (iii) delivery of Warrant Certificates evidencing the balance,
if any, of the Warrants remaining after such exercise; and (iv) such other
information as the Company or the Trustee shall reasonably require.

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<PAGE> 5
directed by such holder*; [provided, however, the Company shall not be required
to deliver any unregistered Warrant Debt Securities in the United States]. If
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing the number of such Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Debt Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Debt Securities until such tax or other charge shall have
been paid or it has been established to the Company's satisfaction that no such
tax or other charge is due.

[(e) Issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.]

ARTICLE III

Other Provisions Relating to Rights
of Holders of Warrant Certificates

Section 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive
the payment of principal of, premium (if any) or interest on Warrant Debt
Securities or to enforce any of the covenants in the Indenture.

Section 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to them and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice
to the Company or the Warrant Agent that such Warrant Certificate has been
acquired by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost,

- ------------------
* Subject to change in accordance with changes in tax laws and
regulations.

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<PAGE> 6
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate
of the same tenor and evidencing the same number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Warrant Agent) in connection therewith.
Every substitute Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Warrant Certificate shall
represent an additional contractual obligation of the Company, whether or not
the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.

Section 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
holder of any Warrant Debt Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.

ARTICLE IV

Exchange and Transfer of Warrant Certificates

Section 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants -- or may be transferred in whole or in part]; provided that such
other Warrant Certificates evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered. [If registered Warrants -- The
Warrant Agent shall keep, at its corporate trust office [and at ],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or ] for exchange [or transfer],
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer, all in form satisfactory to the Company

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<PAGE> 7
and the Warrant Agent.] No service charge shall be made for any exchange [or
transfer] of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange [or transfer]. Whenever
any Warrant Certificates are so surrendered for exchange [or transfer] an
authorized officer of the Warrant Agent shall manually countersign and deliver
to the person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested. The
Warrant Agent shall not be required to effect any exchange [or transfer] which
will result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or transfer] of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or transfer].

Section 4.02. Treatment of Holders of Warrant Certificates. [Bearer
warrants -- Each Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.] [Registered Warrants -- The
Company and the Warrant Agent may treat the registered holder as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.]

Section 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.

ARTICLE V

Concerning the Warrant Agent

Section 5.01. Warrant Agent. The Company hereby appoints as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates, upon the

7
<PAGE> 8
terms and subject to the conditions herein set forth; and
hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and
provisions hereof.

Section 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the costs and expenses
of defending against any claim of such liability.

(b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.

(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advise of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice of such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or

8
<PAGE> 9
acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as Trustee under the Indenture.

(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.

(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth, and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligations to take any action hereunder
which may tend to subject it to any expense or liability, reimbursement for
which within a reasonable time is not, in its reasonable opinion, assured to
it. The Warrant Agent shall not be accountable or responsible for the use by
the Company of any of the Warrant Certificates authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.02 hereof, to make any demand
upon the Company.

Section 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be

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<PAGE> 10
a Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; provided that
such date shall be not less than three months after the date on which such
notice is given, unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02(a) shall continue to
the extent set forth therein, notwithstanding the resignation or removal of the
Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall file a petition seeking relief under Title II of the
United States Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of Title II of the United States Code, as now constituted
or hereafter amended, or under any other applicable Federal or State bankruptcy
or similar law, or if any public officer shall have taken charge or control of
the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as set forth in subsection (b) above, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent shall
cease to be Warrant Agent hereunder.

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<PAGE> 11
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor, as Warrant
Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent shall be the
successor Warrant 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 it shall be qualified as set forth above in subsection (b).

ARTICLE VI

Miscellaneous

Section 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.

Section 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such notice
or demand to the Company.

Section 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
, attention: , and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Household International, Inc., 2700 Sanders Road, Prospect Heights, Illinois
60070, attention: Treasurer (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).

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<PAGE> 12
Section 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .

Section 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Debt Securities
issued upon such exercise, a Prospectus.

Section 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect of
the Warrants and Warrant Debt Securities under the Securities Act of 1933),
which may be or become requisite in connection with the issuance, sale,
transfer, and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Debt
Securities issued upon exercise of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.

Section 6.07. Persons Having Rights under Warrant Agreement. Nothing
in this Agreement expressed or implied and nothing that may be inferred from
any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
successors and of the holders of the Warrant Certificates.

Section 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

Section 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

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<PAGE> 13
Section 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

IN WITNESS WHEREOF, Household International Netherlands B.V. has caused
this Agreement to be signed by one of its duly authorized officers, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries; and has
caused this Agreement to be signed by one of its duly authorized officers, and
its corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries, all as of the day and year first
above written.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By_____________________________________

Attest:

____________________

By_____________________________________
as Warrant Agent

Attest:

_____________________

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<PAGE> 14

EXHIBIT A

(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN

Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
WARRANTS TO PURCHASE
[Title of Warrant Debt Securities]

VOID AFTER 5 P.M. TIME ON , 19

[No.] Warrants

This certifies that [the bearer is the] [ or registered assigns
is the registered] owner of the above indicated number of Warrants, each
Warrant entitling such [bearer] [owner] to purchase, at any time [after 5 p.m.
time on , 19 and] on or before 5 p.m. time on
, 19 , $ principal amount of [Title of Warrant Debt Securities]
(the "Warrant Debt Securities"), of HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(the "Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis:* [on , 19 the exercise price
of each Warrant is $ ; during the period from , 19 through and
including , 19 , the exercise price of each Warrant will be $ plus
[accrued amortization of the original issue discount] [accrued interest] from
, 19 ; on , 19 the exercise price of each Warrant
will be $ ; during the period from , 19 , through and including
, 19 , the exercise price of each Warrant will be $ plus
[accrued amortization of the original issue discount]

* Complete and modify the following provisions as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.

<PAGE> 15

[accrued interest] from , 19 ; [in each case, the
original issue discount will be amortized at a % annual rate, computed on
an annual basis, using a 360-day year consisting of twelve 30-day months] (the
"Warrant Price"). [The original issue discount for each $1,000 principal
amount of Warrant Debt Securities is $ .] The holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full in lawful money of the United States of
America, [in cash or by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] in immediately available
funds, the Warrant Price for each Warrant exercised to the Warrant Agent [as
hereinafter defined] and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), [or ] at the address specified on the reverse hereof and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement [as hereinafter defined].

Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form in
denominations of $ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of , 19 (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at ].

The Warrant Debt Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under and
in accordance with an Indenture dated as of (the "Indenture"),
between the Company and , a organized and
existing under the laws of , as Trustee,
( and any successor to such Trustee being hereinafter referred to as the
"Trustee") and will be subject to the terms and provisions contained in the
Indenture. [In particular, issuance of unregistered Warrant Debt Securities
upon exercise of Warrants shall be subject to such arrangements and procedures
as shall be provided pursuant to Section of the Indenture.] Copies of the
Indenture and the form of the Warrant Debt Securities are on file at the
corporate trust office of the Trustee [and at ].

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<PAGE> 16
[If Bearer Warrants -- This Warrant Certificate, and all rights
hereunder, may be transferred by delivery and the Company and the Warrant Agent
may treat the bearer hereof as the owner for all purposes.]

[If Registered Warrants -- This Warrant Certificate may be transferred
when surrendered at the corporate trust office of the Warrant Agent [or
] by the registered owner or his assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.]

After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (premium, if any) or
interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.

This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

Dated as of , 19 .

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By______________________________________

Attest:

________________________

Countersigned:

________________________
As Warrant Agent

By______________________
Authorized Signature

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<PAGE> 17
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)

To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn: [or ], which
[payment] [wire transfer] must specify the name of the holder and the number of
Warrants exercised by such holder. In addition, the holder must complete the
information required below and present this Warrant Certificate in person or by
mail (registered mail is recommended) to the Warrant Agent at the addresses set
forth below. This Warrant Certificate, completed and duly executed, must be
received by the Warrant Agent within five business days of the [payment] [wire
transfer].

[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant.)

The undersigned hereby irrevocably elects to exercise Warrants,
evidenced by this Warrant Certificate, to purchase $ principal amount of the
[Title of Debt Securities] (the "Warrant Debt Securities") of Household
International, Inc. and represents that he has tendered payment for such Warrant
Debt Securities [in cash or by certified check or official bank check or by bank
wire transfer, in each case] [by bank wire transfer] in immediately available
funds to the order of Household International Netherlands B.V. c/o [insert name
and address of Warrant Agent], in the amount of $ in accordance with the
terms hereof. The undersigned requests that said principal amount of Warrant
Debt Securities be in [bearer form in the authorized denominations] [fully
registered form in the authorized denominations, registered in such names and
delivered] all as specified in accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.

Dated:
___________________________

___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder)
Address______________________________

______________________________

Signature____________________________

<PAGE> 18

The Warrants evidenced hereby may be exercised at the following
addresses:

By hand at ______________________________________________

______________________________________________

$________________

By mail at ______________________________________________

______________________________________________

(Instructions as to form and delivery of Warrant Debt
Securities and, if applicable, Warrant Certificates evidencing unexercised
Warrants.)

2
<PAGE> 19
Reverse of Warrant Certificate
*[CERTIFICATE FOR DELIVERY OF BEARER BONDS]
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Warrant Debt Securities

TO: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

[Name of Trustee],

as Trustee

This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer
form upon exercise of Warrants. We hereby certify that either (a) none of such
Warrant Debt Securities will be held by or on behalf of a United States Person,
or (b) if a United States Person will have a beneficial interest in such Warrant
Debt Securities, such person is described in Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1954, as amended, and the regulations
thereunder. As used herein, "United States Person" means a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof or an estate or trust whose income from sources without the United
States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.

We understand that this certificate is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:

_____________________________________
(Please print name)

- -----------------------
* Subject to changes in accordance with changes in tax laws and
regulations.
<PAGE> 20
[If registered Warrant]
ASSIGNMENT

[FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY]

FOR VALUE RECEIVED hereby sells,
assigns and transfers unto

Please insert social security
or other identifying number

________________________________

______________________________
(Please print name and address
including zip code)

___________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.

Dated:
________________________________
Signature

(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee by a
bank, trust company or member broker
of the New York or Midwest Stock
Exchange.)

Signature Guaranteed:

______________________________
<PAGE> 21
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

Form of Warrant Agreement
(for warrants sold attached to debt securities)

THIS WARRANT AGREEMENT dated as of between Household
International Netherlands B.V. a Dutch corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to)
and as Warrant Agent (the "Warrant Agent").

WHEREAS, the Company has entered into an Indenture dated as of
(the "Indenture"), with ,
as Trustee (the "Trustee"), providing for the issuance from time to time of
its unsecured debt securities ("Debt Securities"), to be issued in one or
more series as provided in the Indenture; and

WHEREAS, the Company proposes to sell [title of Debt Securities being
offered] (the "Offered Debt Securities"), with warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

Issuance of Warrants and Execution
and Delivery of Warrant Certificates

SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued
in connection with the issuance of the Offered Debt Securities [but shall be
separately transferable on and after , 19 (the "Detachable Date")]
[shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase a
Warrant Debt Security in the principal amount of $

<PAGE> 22

. Warrant Certificates shall be initially issued in units with the
Offered Debt Securities and each Warrant Certificate included in such unit shall
evidence Warrants for each $ principal amount of Offered Debt
Securities included in such unit.

SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or
engraved thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any stock exchange on which the Warrant
Certificates may be listed, or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Company by either its President, one of its
Vice Presidents or one of its Assistant Treasurers under its corporate seal
and attested by its Secretary or any of its Assistant Secretaries. Such
signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant Certificates.
The seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Offered Debt Securities with Warrants
which are not immediately detachable,

2
<PAGE> 23
prior to the Detachable Date, the registered owner of the Offered Debt Security
to which such Warrant Certificate was initially attached (or the bearer if the
Offered Debt Security is a bearer Debt Security), and after such Detachable
Date] the bearer of such Warrant Certificate.]

[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. [If Offered Debt Securities with Warrants which
are not immediately detachable, or upon the register of the Offered Debt
Securities prior to the Detachable Date. The Company will, or will cause the
registrar of the Offered Debt Securities to make available at all times to the
Warrant Agent such information as to holders of the Offered Debt Securities with
Warrants as may be necessary to keep the Warrant Agent's records up to date.]]

SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$ aggregate principal amount of Warrant Debt Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to $
aggregate principal amount of Warrant Debt Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates, [If registered Warrants -- or in connection with their transfer],
as hereinafter provided or as provided in Section 2.03(c).

ARTICLE II

Warrant Price, Duration and Exercise of Warrants

SECTION 2.01. Warrant Price.* [On , 19 the exercise price of
each Warrant is $ . During the period from , 19 through and
including , 19 the exercise price of each Warrant will be $
plus [accrued amortization of the original issue discount] [accrued interest]

- ------------------
* Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.

3
<PAGE> 24
from , 19 . On , 19 the exercise price of each Warrant
will be $ . During the period from , 19 , through and
including , 19 , the exercise price of each Warrant will be
$ plus [accrued amortization of the original issue discount] [accrued
interest] from , 19 , [in each case, the original issue discount
will be amortized at a % annual rate, computed on an annual basis using a
360-day year consisting of twelve 30-day months]. Such purchase price of
Warrant Debt Securities is referred to in this Agreement as the "Warrant
Price." [The original issue discount for each $1,000 principal amount of
Warrant Debt Securities is $ ].

SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a
Warrant Certificate may be exercised in whole at any time, as specified herein,
on or after [the date thereof] [ , 19 ] and at or before 5 p.m.
time on , 19 (the "Expiration Date"). Each Warrant not
exercised at or before the close of business on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.

SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02 any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] in immediately available funds the Warrant Price for
each Warrant exercised to the Warrant Agent at its corporate trust office [or at
], provided that such exercise is subject to receipt within five business
days of such [payment] [wire transfer] by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Debt Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a [payment] [wire transfer]
for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.

4
<PAGE> 25
the Warrant Debt Securities to which such holder is entitled upon such
exercise, (iii) delivery of Warrant Certificates evidencing the balance, if
any, of the Warrants remaining after such exercise, and (iv) such other
information as the Company or the Trustee shall reasonably require.

(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully
registered form, registered in such name or names] [in bearer form] as may be
directed by such holder* [; provided, however, the Company shall not be required
to deliver any unregistered Warrant Debt Securities in the United States]. If
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing the number of such Warrants remaining unexecuted.

(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Debt Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or deliver
any Warrant Debt Security until such tax or other charge shall have been paid or
it has been established to the Company's satisfaction that no such tax or other
charge is due.

[(e) Issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.]

ARTICLE III

Other Provisions Relating to Rights
of Holders of Warrant Certificates

SECTION 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of, premium (if any) or interest on Warrant Debt Securities
or to enforce any of the covenants in the Indenture.

- ----------------------
* Subject to change in accordance with changes in tax laws and
regulations.

5
<PAGE> 26
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to them and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, the Company shall execute, and an authorized officer of
the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing the same number of
Warrants. Upon the issuance of any new Warrant Certificate under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.

SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Debt Securities or the holder of any other Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.

ARTICLE IV

Exchange and Transfer of Warrant Certificates

SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If
Offered Debt Securities with Warrants which are immediately detachable -- Upon]
[If Offered Debt Securities with Warrants which are not immediately detachable
- -- Prior to the Detachable Date a Warrant Certificate may be exchanged or
transferred only together with the Offered Debt Security to which

6
<PAGE> 27
the Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Offered Debt
Security. Prior to the Detachable Date, each transfer of the Offered Debt
Security [on the register of the Offered Debt Securities] shall operate also to
transfer the related Warrant Certificates. After the Detachable Date upon]
surrender at the corporate trust office of the Warrant Agent [or ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants -- or may be transferred in whole or in part], provided that such
other Warrant Certificates evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered. [If registered Warrants -- The
Warrant Agent shall keep, at its corporate trust office [and at ],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon the surrender of the Warrant Certificates to the
Warrant Agent at its corporate trust office [or ] for exchange [or
transfer], properly endorsed or accompanied by appropriate instruments of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent]. No service charge shall be made for any
exchange [or transfer] of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange
[or transfer]. Whenever any Warrant Certificates are so surrendered for
exchange [or transfer] an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect
any exchange [or transfer] which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or
transfer] of Warrant Certificates shall be the valid obligations of the
Company, evidencing the same obligations, and entitled to the same benefits
under this Agreement, as the Warrant Certificates surrendered for such exchange
[or transfer].

SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered
Debt Securities with bearer Warrants which are not immediately detachable --
Subject to Section 4.01, each] [If Offered Debt Securities with bearer Warrants
which are immediately detachable -- Each] Warrant Certificate shall be
transferable by delivery and shall be deemed negotiable and the bearer of each
Warrant Certificate may be treated by the Company, the Warrant Agent and all
other persons dealing with such bearer as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.] [If
registered Warrants which are not immediately detachable --

7
<PAGE> 28
Every holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
such Warrant Certificate that until the Warrant Certificate is transferred on
the books of the Warrant Agent [or the register of the Offered Debt Securities
prior to the Detachable Date], the Company and the Warrant Agent may treat the
registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.]

SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.

ARTICLE V

Concerning the Warrant Agent

SECTION 5.01. Warrant Agent. The Company hereby appoints
as Warrant Agent of the Company in respect of the Warrants and
the Warrant Certificates, upon the terms and subject to the conditions herein
set forth, and hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Warrant Certificates and hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.
All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

8
<PAGE> 29
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the costs and expenses
of defending against any claim of such liability.

(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of Warrant Debt Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
Trustee under the Indenture.

(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates.

(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or

9
<PAGE> 30
representations herein or in the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon), all of which are made solely by the Company.

(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligations to take any action hereunder
which may tend to subject it to any expense or liability, reimbursement for
which within a reasonable time is not, in its reasonable opinion, assured to
it. The Warrant Agent shall not be accountable or responsible for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained herein or in
the Warrant Certificates or in the case of the receipt of any written demand
from a holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.02 hereof, to make any demand upon the Company.

SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall be not less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein, notwithstanding the resignation or removal of the Warrant Agent.

10
<PAGE> 31
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under Title II of the United
States Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an assignment
for the benefit of its creditors or shall consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered for relief
against it under the provisions of Title II of the United States Code, as now
constituted or hereafter amended, or under any other applicable Federal or State
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as set forth in subsection (b) above, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to be
Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of the
Warrant Agent shall be the successor Warrant 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 it shall be qualified as set forth above in
subsection (b).

11
<PAGE> 32
ARTICLE VI

Miscellaneous

SECTION 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.

SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

SECTION 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
Attention:
, and any communications from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to ,
Attention: (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company).

SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .

SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Debt Securities issued
upon such exercise, a Prospectus.

SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect

12
<PAGE> 33
of the Warrants and Warrant Debt Securities under the Securities Act of 1933),
which may be or become requisite in connection with the issuance, sale,
transfer and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Debt
Securities issued upon exercise of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.

SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
holders of the Warrant Certificates.

SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

13
<PAGE> 34
Assistant Secretaries, all as of the day and year first above written.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By________________________________________

Attest:

____________________

By________________________________________
as Warrant Agent

Attest:

_____________________

14
<PAGE> 35

EXHIBIT A

(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]

[Form of Legend if Prior to this
Debt Securities with Warrant Certificate cannot
Warrants which are not be transferred or exchanged
immediately detachable: unless attached to a [Title
of Offered Debt Securities]

Exercisable Only if Countersigned By the Warrant
Agent as Provided Herein

Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Warrants to Purchase
[Title of Warrant Debt Securities]

Void After 5 P.M. Time on
, 19

[No.] Warrants

This certifies that [the bearer is the] [ or registered assigns is
the registered] owner of the above-indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after
5 P.M. time on , 19 and] on or before 5 P.M.
time on , 19 , $ principal amount of [Title of Warrant
Debt Securities] (the "Warrant Debt Securities"), of Household International
Netherlands B.V. (the "Company"), issued and to be issued under the Indenture
(as hereinafter defined), on the following basis:* [on , 19 the
exercise price of each Warrant is $ ; during the period from ,
19 ,

- ----------------
* Complete and modify the following provision as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.

<PAGE> 36

through and including , 19 , the exercise price of each
Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest] from , 19 ; on , 19 the
exercise price of each Warrant will be $ ; during the period from
, 19 , through and including , 19 the exercise price of
each Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest] from , 19 ; [in each case, the original
issue discount will be amortized at a % annual rate, computed on an annual
basis, using a 360-day year consisting of twelve 30-day months] (the "Warrant
Price"). [The original issue discount for each $1,000 principal amount of
Warrant Debt Securities is $ .] The holder may exercise the Warrants
evidenced hereby by providing certain information set forth on the back hereof
and by paying in full in lawful money of the United States of America, [in cash
or by certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds, the Warrant
Price for each Warrant exercised to the Warrant Agent (as hereinafter defined)
and by surrendering this Warrant Certificate, with the purchase form on the
back hereof duly executed at the corporate trust office of [name of Warrant
Agent], or its successor as warrant agent (the "Warrant Agent"), [or
] at the address specified on the reverse hereof and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).

2
<PAGE> 37
subject to the terms and provisions contained in the Indenture. [In
particular, issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.] Copies of the Indenture
and the form of the Warrant Debt Securities are on file at the corporate office
of the Trustee [and at ].

[If Offered Debt Securities with bearer Warrants which are not
immediately detachable -- Prior to , 19 this Warrant Certificate may
be exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with bearer Warrants which are immediately
detachable -- This] Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.]

[If Offered Debt Securities with registered Warrants which are not
immediately detachable -- Prior to , 19 this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with registered Warrants which are immediately
detachable -- This] Warrant Certificate may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or ] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]

[If Offered Debt Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Debt Securities with Warrants which are immediately detachable --
After] countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing the same
aggregate number of Warrants.

3
<PAGE> 38
This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.

Dated as of , 19 .

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

By______________________________________

Attest:

________________________

Countersigned:

________________________
As Warrant Agent

By______________________
Authorized Signature

4
<PAGE> 39
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)

To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department
[insert address of Warrant Agent], Attn. [or ],
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate
in person or by mail (registered mail is recommended) to the Warrant Agent at
the addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].

[Form of Election to Purchase]
(to be executed upon exercise of Warrant)

The undersigned hereby irrevocably elects to exercise Warrants,
evidenced by this Warrant Certificate, to purchase $ principal amount
of the [Title of Debt Securities] (the "Warrant Debt Securities") of
and represents that he has tendered payment for such Warrant Debt Securities [in
cash or by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] in immediately available funds to the order
of Household International, Inc. c/o [insert name and address of Warrant Agent]
in the amount of $ in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Debt Securities be in [bearer
form in the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.

Dated:
____________________________

___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder)
Address______________________________

______________________________

Signature____________________________
<PAGE> 40
The Warrants evidenced hereby may be exercised at the
following addresses:

By hand at ______________________________________________

______________________________________________

By mail at ______________________________________________

______________________________________________

(Instructions as to form and delivery of Warrant Debt
Securities and, if applicable, Warrant Certificates evidencing unexercised
Warrants.)

2
<PAGE> 41
Reverse of Warrant Certificate
*[Certificate for Delivery of Bearer Bonds]

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Warrant Debt Securities

TO: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.

This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer
form upon exercise of Warrants. We hereby certify that either (a) none of such
Warrant Debt Securities will be held by or on behalf of a United States Person,
or (b) if a United States Person will have a beneficial interest in such Warrant
Debt Securities, such person is described in Section 165 (j)(3)(A), (B) or (C)
of the United States Internal Revenue Code of 1954, as amended, and the
regulations thereunder. As used herein, "United States Person" means a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof or an estate or trust whose income from sources without the
United States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.

Dated:

_____________________________________
(Please print name)

- -----------------
* Subject to changes in accordance with changes in tax laws and
regulations.
<PAGE> 42
[If registered Warrant]
ASSIGNMENT

(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)

For Value Received hereby sells, assigns and
transfers unto

Please insert social security
or other identifying number

________________________________

______________________________
(Please print name and address
including zip code)

___________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint
Attorney, to transfer said Warrant Certificate on the books of the
Warrant Agent with full power of substitution in the premises.

Dated:
________________________________
Signature

(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate and must
bear a signature guarantee by
a bank, trust company or
member broker of the New York
or Midwest Stock Exchange.)

Signature Guaranteed:

______________________________

<PAGE> 1

EXHIBIT 5 and
EXHIBIT 23(b)

November 23, 1994

Board of Directors
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070

Re: Household International, Inc. and Household
International Netherlands B.V. Registration
Statement on Form S-3, for the Senior Notes and
Warrants to Purchase Senior Notes and unconditional
guarantees as to repayment of up to $400 million of
Senior Notes

Gentlemen:

As Assistant General Counsel and Secretary of Household International, Inc., a
Delaware corporation ("Household"), I am generally familiar with the
proceedings in connection with the Registration Statement on Form S-3 in which
Senior Notes and Warrants to Purchase Senior Notes of up to $400,000,000
aggregate principal amount (the "Senior Notes") of Household International
Netherlands B.V. ("HINBV"), a subsidiary of Household, and unconditional
guarantees (the "Guarantees") of Household are being registered. The Senior
Notes and Guarantees will be issuable under an Indenture dated as of September
9, 1993, among Household, HINBV and The First National Bank of Boston, as
Trustee (the "Bank of Boston Indenture"), or an Indenture dated as of
September 9, 1993, among Household, HINBV and BankAmerica National Trust
Company, as Trustee (the "BankAmerica Indenture"). The foregoing indentures,
or forms thereof, have been filed with the Securities and Exchange Commission
(the "Commission") as exhibits to the Registration Statement.

Based upon my review of the records and documents of Household, I am of the
opinion that:
<PAGE> 2
Household International, Inc.
November 23, 1994
Page 2

1. Household is a corporation duly incorporated and validly existing under
the laws of the State of Delaware.

2. HINBV is a corporation duly incorporated and validly existing under the
laws of the Netherlands.

3. The Bank of Boston and BankAmerica Indentures have been duly
authorized, executed and delivered by Household and HINBV, and
constitute valid and legally binding instruments of Household and HINBV,
enforceable in accordance with their terms against each respective
corporation, except as enforcement of the provisions thereof may be
limited by bankruptcy, insolvency, reorganization or other laws relating
to or affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

4. When the issuance of Senior Notes and Warrants to Purchase Senior Notes
has been duly authorized by the appropriate corporate action of HINBV, and
such Senior Notes and Warrants to Purchase Senior Notes have been duly
executed, authenticated, issued and delivered against payment of the
agreed consideration therefor in accordance with the appropriate Indenture
or Warrant Agreement and as described in the Registration Statement,
including the Prospectus and any Prospectus Supplement relating to such
Senior Notes and Warrants to Purchase Senior Notes, the Senior Notes,
Warrants to Purchase Senior Notes and Guarantees will each be legally and
validly issued and will be the legal and binding obligations of HINBV and
Household, respectively, enforceable in accordance with their terms,
except as enforcement of the provisions thereof may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
<PAGE> 3
Household International, Inc.
November 23, 1994
Page 3

I hereby consent to the use of my name and my opinion in the Prospectus,
Preliminary Prospectus and any Prospectus Supplement filed pursuant to Rule 424
or 430A of Regulation C of the Securities Act of 1933, as amended ("Act"), in
connection with the above referenced Registration Statement filed with the
Commission on or about November 23, 1994, including any references to my
opinions set forth in the documents incorporated by reference therein, and to
the filing of this opinion as an exhibit to said Registration Statement. In
giving such consent I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

John W. Blenke

JWB:jh

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Household International, Inc.

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 relating to the offering
of Household International Netherlands B.V.'s Senior Notes and Warrants to
Purchase Senior Notes, and the guarantee thereof by Household International,
Inc. to be filed with the Securities and Exchange Commission on or about
November 23, 1994, of our report dated February 1, 1994, included in Household
International, Inc.'s Form 10-K for the year ended December 31, 1993, and to
all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Chicago, Illinois
November 23, 1994

<PAGE> 1
EXHIBIT 25(a)

SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)______
___________________

THE FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)

100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GARY A. SPEISS, CASHIER AND GENERAL COUNSEL
100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870
___________________

HOUSEHOLD INTERNATIONAL, INC.
(Exact name of Registrant who is the Issuer of the Guarantees
as specified in its Charter)

<TABLE>

<S> <C>
DELAWARE 36-3121988
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

</TABLE>

2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
708-564-5000
(Address including zip code, and telephone number, including area code,
of registrant's principal executive offices)

___________________

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(Exact name of the registrant who is the Issuer of the Senior Notes
and Warrants to Purchase Senior Notes as specified in its Charter)

The Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Hoekenrode 6
1102 BR Amsterdam,
Netherlands
31-20-6298033
(Address, including postal code, and telephone number,
including area code, of registrant's principal executive offices)

SENIOR NOTES AND WARRANTS TO PURCHASE SENIOR NOTES
(TITLE OF INDENTURE SECURITIES)
<PAGE> 2
1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of the Currency of the United States, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.

16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY
AND QUALIFICATION.

1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE IS NOW IN
EFFECT.

A certified copy of the Articles of Association of the trustee is filed
as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and
is incorporated herein by reference thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

A copy of the certificate of T. McLean Griffin, Cashier of the trustee,
dated February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No.
22-9514 and is incorporated herein by reference thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2) ABOVE.

A copy of a certificate of the Office of the Currency dated February 6,
1978 is filed as Exhibit No. 3 to statement of eligibility and qualification
No. 22-9514 and is incorporated herein by reference thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A certified copy of the existing By-Laws of the trustee dated December
23, 1993 is filed as Exhibit No. 4 to statement of eligibility and
qualifications No. 22-25754 and is incorporated herein by reference
thereto.

5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of the Act is
annexed hereto Exhibit 5 and made a part hereof.

6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority
is annexed hereto as Exhibit 6 and made a part hereof.

<PAGE> 3
NOTES

In answering any item in this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor or any underwriter for the obligor, the trustee has relied upon
information furnished to it by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of such
information.

The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 21ST DAY OF NOVEMBER, 1994.

THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE

By JAMES E. MOGAVERO
------------------
James E. Mogavero
Senior Account Manager

EXHIBIT 5

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issue by Household International
Netherlands B.V., with Household International, Inc. as Guarantor Senior Notes
and Warrants To Purchase Senior Notes, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE

By JAMES E. MOGAVERO
------------------
James E. Mogavero
Senior Account Manager

<PAGE> 4
EXHIBIT 6
CONSOLIDATED REPORT OF CONDITION,
INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF

THE FIRST NATIONAL BANK OF BOSTON

In the Commonwealth of Massachusetts, at the close of business on June
30, 1994. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200.
Comptroller of the Currency Northeastern District.

ASSETS

<TABLE>
<CAPTION>
DOLLAR
AMOUNTS IN
THOUSANDS
----------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . . . . $ 2,597,212
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006,033
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,805,830
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,07
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 24,125
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . . . . . . $25,226,498
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . 510,109
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . 0
Loans and leases, net of unearned income, allowance and reserve . . . . . . . . . . . . . 25,226,498
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,055,276
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . 358,768
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,942
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . 121,355
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . 377,660
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494,273
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 893,037
-----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,055,086
===========

LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,858,614
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,939,164
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,919,450
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . . . . . 8,075,335
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471,458
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,603,877
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,202,229
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . 106,173
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,384
Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,856,596
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . 14,096
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . 377,824
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780,900
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913,130
-----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,720,661
===========

Limited-life preferred stock and equity capital . . . . . . . . . . . . . . . . . . . . . . . 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . $ 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,264
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987,398
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,285,223
LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . . . . . . . . . (13,374)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . (7,086)
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,334,425
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY . . . . . . . . . . . . . . . . $35,055,086
===========

</TABLE>

<PAGE> 5
I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

ROBERT T. JEFFERSON

AUGUST 10, 1994

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in
conformance with the instructions and is true and correct.

CHARLES G. GIFFORD
IRA STEPANIAN
WAYNE A. BUDD
DIRECTORS

AUGUST 10, 1994

<PAGE> 1
EXHIBIT 25(b)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_____

BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)

Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)

95-3804037
(I.R.S. Employer Identification No.)

One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)

General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)

HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(Exact name obligor as specified in its
its charter)

Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Hoekenrode 6 Not Applicable
1102 BR Amsterdam, Netherlands (Zip Code)
(Address of principal executive offices)

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

Delaware 36-3121988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2700 Sanders Road 60070
Prospect Heights, Illinois (Zip Code)
(Address of principal executive offices)

-------------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE> 2
GENERAL

Item 1. General Information.
Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

Comptroller of the Currency, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington, D.C. 20551

(b) Whether it is authorized to exercise corporate trust
powers.
Yes

Item 2. Affiliations with Obligor

If the obligor is an affiliate of the trustee, describe
each such affiliation.

The obligor is not an affiliate of the trustee. (See
Note on Page 3)

Item 16. List of Exhibits

List below are exhibits filed as a part of this
statement of eligibility and qualification.

Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670.

Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.

Exhibit 3 Included in Exhibit 1.

Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-34670.

Exhibit 5 A copy of each indenture referred to in
Item 4 if the obligor is in default.

Not applicable.

-2-
<PAGE> 3
Exhibit 6 Consents of BankAmerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.

Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the laws or the
requirements of its supervising or
examining authority.

Exhibit 8 A copy of any order pursuant to which the
foreign trustee is authorized to act as
sole trustee under indentures qualified or
to be qualified under the Act.

Not Applicable.

Exhibit 9 Foreign trustees are required to file a
consent to service of process on Form F-X.

Not Applicable.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base responsive answers to Item 2 the
answer to said Item is based on incomplete information.

Item 2 may be considered correct unless amended by an amendment to
this Form T-1.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, BankAmerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York and State
of New York, on the 21st day of November, 1994.

BANKAMERICA NATIONAL TRUST COMPANY

By
Geovanni Barris
Trust Officer

-3-
<PAGE> 4
BANKAMERICA NATIONAL TRUST Exhibit 7 to COMPANY
Form T-1
One World Trade Center, 18th Floor
New York City, NY 10006

FDIC Certificate Number 24430

Consolidated Report of Condition for
Insured Commercial Banks for September 30, 1994

All schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount outstanding as of the last
business day of the quarter.

SCHEDULE RC - BALANCE SHEET

<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
_________________________________________________________________Assets
<S> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1]..............................283,902
b. Interest-bearing balances [2].......................10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A)...........................2,013
b. Available-for-sale securities
(from Schedule RC-B, column D)...........................4,702
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold...............................
b. Securities purchased under
agreements to resell.............................
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C)......................109,026
b. LESS: Allowance for loan and
lease losses.........................................436
c. LESS: Allocated transfer risk
reserve................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c).....................................108,590
5. Assets held in trading accounts (from
Schedule RC-D)........................................

6. Premises and fixed assets (including
capitalized leases)........................................960
7. Other real estate owned...............................
8. Investments in unconsolidated subsidiaries and
associated companies..................................
9. Customer's liability to this bank on
acceptances outstanding...............................
10. Intangible assets (from Schedule RC-M)..................17,473
11. Other assets (from Schedule RC-F)......................156,606
12. Total assets (sum of items 1 through 11................584,446
- ---------------
</TABLE>
<PAGE> 5

[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading accounts.
SCHEDULE RC-CONTINUED

<TABLE>
Dollar Amounts in Thousands Bil Mil Thou
_________________________________________________________________
Liabilities

<S> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E)....................... 266,318
(1) Noninterest-bearing [1].........................266,318
(2) Interest-bearing.....................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................
(1) Noninterest-bearing...........................
(2) Interest-bearing..............................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased...........................
b. Securities sold under agreements to repurchase....
15. Demand notes issued to the U.S. Treasury.............
16. Other borrowed money................................. 155,748
17. Mortgage indebtedness and obligations
under capitalized leases.............................
18. Bank's liability on acceptances executed
and outstanding......................................
19. Notes and debentures subordinated to deposits........
20. Other liabilities (from Schedule RC-G)............... 31,126
21. Total liabilities (sum of items 13 through 20).........453,192
22. Limited-life preferred stock.........................
EQUITY CAPITAL
23. Perpetual preferred stock............................
24. Common Stock......................................... 500
25. Surplus................................................139,063
26(a)Undivided profits and capital reserves................. (8,311)
26(b)Net unrealized holding gains (losses) on available for sale
securities........................................... 2
27. Cumulative foreign currency translation adjustments..
28. Total equity capital (sum of items 23 through 27)..... 134,654
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21,22 and 28).........584,446
- ---------------
</TABLE>
1] Includes total demand deposits and noninterest-bearing time and
savings deposits.