HOUSEHOLD INTERNATIONAL, INC.
COMPUTERSHARE TRUST COMPANY OF NEW YORK, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
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Deposit Agreement
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TABLE OF CONTENTS
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Page
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PARTIES ............................................................... 5
RECITALS .............................................................. 5
ARTICLE 1
Definitions
Certificate ........................................................... 5
Company .............................................................. 5
Deposit Agreement ................................................... 5
Depositary ........................................................ 5
Depositary Shares .................................................... 5
Depositary's Agent .................................................. 5
Depositary's Office .................................................. 6
Receipt ................................................ ............. 6
Record Holder ........................................................ 6
Registrar ........................................................... 6
Stock ............................................................... 6
Transfer Agent ....................................................... 6
ARTICLE II
Form of Receipts, Deposit of Stock, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts
SECTION 2. 01. Form and Transfer of Receipts ....................... 6
SECTION 2. 02. Deposit of Stock; Execution and Delivery
of Receipts in Respect Thereof ...................... 7
SECTION 2. 03. Redemption of Stock ................................ 8
SECTION 2. 04. Registration of Transfer of Receipts ................ 9
SECTION 2. 05. Split-ups and Combinations of Receipts;
Surrender of Receipts and Withdrawal of Stock ...... 9
SECTION 2. 06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts .................. 10
SECTION 2. 07. Lost Receipts, etc. ................................ 11
SECTION 2. 08. Cancellation and Destruction of
Surrendered Receipts ............................... 11
2
ARTICLE III
Certain Obligations of Holders
of Receipts and the Company
SECTION 3. 01. Filing Proofs, Certificates and Other Information ... 11
SECTION 3. 02. Payment of Taxes or Other Governmental
Charges ............................................. 11
SECTION 3. 03. Warranty as to Stock ................................ 11
ARTICLE IV
The Deposited Securities; Notices
SECTION 4. 01. Cash Distributions .................................. 12
SECTION 4. 02. Distributions Other Than Cash, Rights,
Preferences or Privileges .......................... 12
SECTION 4. 03. Subscription Rights, Preferences or
Privileges .......................................... 12
SECTION 4. 04. Notice of Dividends; Fixing of Record Date for
Holders of Receipt .................................. 13
SECTION 4. 05. Voting Rights ....................................... 14
SECTION 4. 06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. .......... 14
SECTION 4. 07. Inspection of Reports ............................... 15
SECTION 4. 08. Lists of Receipt Holders ........................... 15
ARTICLE V
The Depositary, the Depositary's Agents,
the Registrar and the Company
SECTION 5. 01. Maintenance of Offices, Agencies and Transfer Books
By the Depositary; Registrar ........................ 15
3
SECTION 5. 02. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar
or the Company ...................................... 16
SECTION 5. 03. Obligations of the Depositary, the Depositary's Agents,
The Registrar and the Company ....................... 16
SECTION 5. 04. Resignation and Removal of the Depositary;
Appointment of Successor Depositary ................ 17
SECTION 5. 05. Corporate Notices and Reports ...................... 18
SECTION 5. 06. Indemnification by the Company ...................... 18
SECTION 5. 07. Charges and Expenses ................................ 18
ARTICLE VI
Amendment and Termination
SECTION 6. 01. Amendment ........................................... 19
SECTION 6. 02. Termination ......................................... 19
ARTICLE VII
Miscellaneous
SECTION 7. 01. Counterparts ........................................ 19
SECTION 7. 02. Exclusive Benefit of Parties ....................... 19
SECTION 7. 03. Invalidity of Provisions ............................ 19
SECTION 7. 04. Notices .......................................... 20
SECTION 7. 05. Depositary's Agents ............................... 20
SECTION 7. 06. Holders of Receipts Are Parties .................... 20
SECTION 7. 07. Governing Law ...................................... 20
SECTION 7. 08. Inspection of Deposit Agreement .................... 21
SECTION 7. 09. Headings ............................................ 21
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DEPOSIT AGREEMENT dated as of September 10, 2002
Among HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation, COMPUTERSHARE TRUST COMPANY OF NEW YORK, a
New York limited purpose trust company, and the
holders from time to time of the Receipts described herein.
WHEREAS it is desired to provide, as hereinafter set
forth in this Deposit Agreement, for the deposit of shares of 7 5/8% Cumulative
Preferred Stock, Series 2002-B, without par value, of Household International,
Inc. with the Depositary for the purposes set forth in this Deposit Agreement
and for the issuance hereunder of Receipts evidencing Depositary Shares in
respect of the Stock so deposited; and
WHEREAS the Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree as follows:
ARTICLE I
Definitions
The following definitions shall for all purposes,
unless otherwise indicated, apply to the respective terms used in this Deposit
Agreement:
"Certificate" shall mean the certificate of
designation filed with the Secretary of State of Delaware establishing the Stock
as a series of preferred stock of the Company.
"Company" shall mean Household International, Inc., a
Delaware corporation, and its successors.
"Deposit Agreement" shall mean this Deposit
Agreement, as amended or supplemented from time to time.
"Depositary" shall mean Computershare Trust Company
of New York, and any successor as Depositary hereunder.
"Depositary Shares" shall mean Depositary Shares,
each representing one-fortieth of a share of Stock and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by
the Depositary pursuant to Section 7.05.
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"Depositary's Office" shall mean the principal office
of the Depositary in Chicago, Illinois, or New York, New York, at which at any
particular time its depositary receipt business shall be administered.
"Receipt" shall mean one of the Depositary Receipts
(each evidencing one Depositary Share) issued hereunder, whether in definitive
or temporary form.
"Record Holder" as applied to a Receipt shall mean
the person in whose name a Receipt is registered on the books of the Depositary
maintained for such purpose.
"Registrar" shall mean any entity, which shall be
appointed to register ownership and transfers of Receipts as herein provided.
"Stock" shall mean shares of the Company's 7 5/8%
Cumulative Preferred Stock, Series 2002-B, without par value.
"Transfer Agent" shall mean any entity, which shall
be appointed to serve as transfer agent for the Depositary Shares.
ARTICLE II
Form of Receipts, Deposit of Stock, Execution and
Delivery, Transfer, Surrender and Redemption of Receipts
SECTION 2. 01. Form and Transfer of Receipts.
Definitive Receipts shall be engraved or printed or lithographed on
steel-engraved borders and shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. Pending the preparation of
definitive Receipts, the Depositary, upon the written order of the Company or
any holder of Stock, as the case may be, delivered in compliance with Section
2.02, shall execute and deliver temporary Receipts which are printed,
lithographed, typewritten, mimeographed or otherwise substantially of the tenor
of the definitive Receipts in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
persons executing such Receipts may determine, as evidenced by their execution
of such Receipts. If temporary Receipts are issued, the Company will cause
definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at an office
described in the last paragraph of Section 2.02, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be
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entitled to the same benefits under this Agreement, and with respect to the
Stock, as definitive Receipts.
Receipts shall be executed by the Depositary by the
manual signature of a duly authorized officer of the Depositary; provided, that
such signature may be a facsimile if a Registrar for the Receipts shall have
been appointed and such Receipts are countersigned by manual signature of a duly
authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts shall have been appointed, by
manual or facsimile signature of a duly authorized officer of the Depositary and
countersigned manually by a duly authorized officer of such Registrar. The
Depositary or the Registrar, as applicable, shall record on its books each
Receipt so signed and delivered as hereinafter provided.
Receipts shall be in denominations of any number of
whole Depositary Shares up to but not in excess of Depositary Shares for any
particular Receipt.
Receipts may be endorsed with or have incorporated in
the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Company or the
Depositary or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange upon
which the Stock, the Depositary Shares or the Receipts may be listed or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject.
Title to Depositary Shares evidenced by a Receipt
which is properly endorsed, or accompanied by a properly executed instrument of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that until transfer of a Receipt
shall be registered on the books of the Depositary as provided in Section 2.04,
the Depositary shall, notwithstanding any notice to the contrary, treat the
record holder thereof at such time as the absolute owner thereof for the purpose
of determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.
SECTION 2. 02. Deposit of Stock; Execution and
Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of
this Deposit Agreement, the Company or any holder of Stock may from time to time
deposit shares of the Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates for the Stock to be deposited,
properly endorsed or accompanied, if required by the Depositary, by a duly
executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit Agreement, and
together with a written order of the Company or such holder, as the case may be,
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons
7
stated in such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.
Deposited Stock shall be held by the Depositary at
the Depositary's Office or at such other place or places as the Depositary shall
determine.
Upon receipt by the Depositary of a certificate or
certificates for Stock deposited in accordance with the provisions of this
Section, together with the other documents required as above specified, and upon
proper registration of the Stock on the books of the Company in the name of the
Depositary or its nominee, the Depositary, subject to the terms and conditions
of this Deposit Agreement, shall execute and deliver, to or upon the order of
the person or persons named in the first paragraph of this Section, a Receipt or
Receipts for the number of Depositary Shares representing the Stock so deposited
and registered in such name or names as may be requested by such person or
persons. The Depositary shall execute and deliver such Receipt or Receipts at
the Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.
Other than in the case of splits, combinations or
other reclassifications affecting the Stock, or in the case of dividends or
other distributions of stock, if any, there shall be deposited hereunder not
more than 350,000 shares of Stock.
SECTION 2. 03. Redemption of Stock. Whenever the
Company shall elect to redeem shares of Stock in accordance with the provisions
of the Certificate, it shall (unless otherwise agreed in writing with the
Depositary) give the Depositary not less than 46 nor more than 91 days' notice
of the date of such proposed redemption of Stock and of the number of shares
held by the Depositary to be so redeemed, which notice shall be accompanied by a
certificate from the Company stating that such redemption of Stock is in
accordance with the provisions of the Certificate. Such notice, if given more
than 90 days prior to the redemption date, shall be in addition to the notice
required to be given for redemption pursuant to the Certificate. On the date of
such redemption, provided that the Company shall then have paid in full to the
Depositary the redemption price of the Stock to be redeemed, plus any accrued
and unpaid dividends thereon, the Depositary shall redeem the number of
Depositary Shares representing such Stock. The Depositary shall mail notice of
such redemption and the proposed simultaneous redemption of the number of
Depositary Shares representing the Stock to be redeemed, first-class postage
prepaid, not less than 45 and not more than 90 days prior to the date fixed for
redemption of such Stock and Depositary Shares (the "Redemption Date") to the
record holders of the Receipts evidencing the Depositary Shares to be so
redeemed, at the addresses of such holders as they appear on the records of the
Depositary; but neither failure to mail any such notice to one or more such
holders nor any defect in any notice to one or more such holders shall affect
the sufficiency of the proceedings for redemption as to other others. Each such
notice shall state: (i) the Redemption Date; (ii) the number of Depositary
Shares to be redeemed and, if less than all the Depositary Shares held by any
such holder are to be redeemed, the number of such Depositary Shares held by
such holder to be so redeemed; (iii) the redemption price; (iv) the place or
places where Receipts evidencing Depositary Shares are to be surrendered
8
for payment of the redemption price; and (v) that dividends in respect of the
Stock represented by the Depositary Shares to be redeemed will cease to
accumulate on such Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected by lot or pro rata as may be determined by the Depositary to
be equitable.
Notice having been mailed by the Depositary as
aforesaid, from and after the Redemption Date (unless the Company shall have
failed to redeem the shares of Stock to be redeemed by it as set forth in the
Company's notice provided for in the preceding paragraph) all dividends in
respect of the shares of Stock so called for redemption shall cease to
accumulate, the Depositary Shares being redeemed from such proceeds shall be
deemed no longer to be outstanding, all rights of the holders of Receipts
evidencing such Depositary Shares (except the right to receive the redemption
price) shall, to the extent of such Depositary Shares, cease and terminate and,
upon surrender in accordance with such notice of the Receipts evidencing any
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at a redemption price per Depositary Share equal to one-fortieth of
the redemption price per share paid in respect of the shares of Stock plus all
money and other property, if any, represented by such Depositary Shares,
including all amounts paid by the Company in respect of dividends which on the
Redemption Date have accumulated on the shares of Stock to be so redeemed and
have not theretofore been paid.
If less than all the Depositary Shares evidenced by a
Receipt are called for redemption, the Depositary will deliver to the holder of
such Receipt upon its surrender to the Depositary, together with the redemption
payment, a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.
SECTION 2. 04. Registration of Transfer of Receipts.
Subject to the terms and conditions of this Deposit Agreement, the Depositary
shall register on its books from time to time transfers of Receipts upon any
surrender thereof by the holder in person or by duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer.
Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the
same aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
SECTION 2. 05. Split-ups and Combinations of
Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender of a
Receipt or Receipts at the Depositary's Office or at such other offices as it
may designate for the purpose of effecting a split-up or combination of such
Receipt or Receipts, and subject to the terms and conditions of this Deposit
Agreement, the Depositary shall execute and deliver a new Receipt requested,
evidencing the aggregate number of Depositary Shares evidenced by the Receipt or
Receipts surrendered.
Any holder of a Receipt or Receipts representing any
number of whole shares of Stock may withdraw the Stock and all money and other
property, if any, represented thereby by surrendering such Receipt or Receipts,
at the Depositary's Office or at such other offices as the Depositary may
designate for such withdrawals.
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Thereafter, without unreasonable delay, the Depositary shall deliver to such
holder, or to the person or persons designated by such holder as hereinafter
provided, the number of whole shares of Stock and all money and other property,
if any, represented by the Receipt or Receipts for such whole shares of stock so
surrendered for withdrawal, but holders of such whole shares of Stock will not
thereafter be entitled to deposit such Stock hereunder or to receive Depositary
Shares therefor. If a Receipt delivered by the holder to the Depositary in
connection with such withdrawal shall evidence a number of Depositary Shares in
excess of the number of Depositary Shares representing the number of whole
shares of Stock to be so withdrawn, the Depositary shall at the same time, in
addition to such number of whole shares of Stock and such money and other
property, if any, to be so withdrawn, deliver to such holder, or (subject to
Section 2.03) upon his order, a new Receipt evidencing such excess number of
Depositary Shares. Delivery of the Stock and money and other property being
withdrawn may be made by the delivery of such certificates, documents of title
and other instruments as the Depositary may deem appropriate.
If the Stock and the money and other property being
withdrawn are to be delivered to a person or persons other than the record
holder of the Receipt or Receipts being surrendered for withdrawal of Stock,
such holder shall execute and deliver to the Depositary a written order so
directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such shares of Stock be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer.
Delivery of the Stock and the money and other
property, if any, represented by Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the request,
risk and expense of the holder surrendering such Receipt or Receipts and for the
account of the holder thereof, such delivery may be made at such other place as
may be designed by such holder.
SECTION 2. 06. Limitations on Execution and Delivery,
Transfer, Surrender and Exchange of Receipts. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination,
surrender or exchange of any Receipt, the Depositary, any of the Depositary's
Agents or the Company may require payment to it of a sum sufficient for the
payment (or, in the event that the Depositary or the Company shall have made
such payment, the reimbursement to it) of any charges or expenses payable by the
holder of a Receipt pursuant to Section 5.07, may require the production of
evidence satisfactory to it as to the identity and genuineness of any signature
and may also require compliance with such regulations, if any, as the Depositary
or the Company may establish consistent with the provisions of this Deposit
Agreement.
The deposit of Stock may be refused, the delivery of
Receipts against Stock may be suspended, the registration of transfer of
Receipts may be refused and the registration of transfer, surrender or exchange
of outstanding Receipts may be suspended (i) during any period when the register
of stockholders of the Company is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary's Agents or the
Company at any time or from time to time because of any requirement of law or of
any government or governmental body or commission or under any provision of this
Deposit Agreement. Without limitation of the foregoing, the
10
Depositary shall not knowingly accept for deposit under this Deposit Agreement
any shares of Stock which are required to be registered under the Securities Act
of 1933, unless a registration statement under such Act is in effect as to such
shares of stock.
SECTION 2. 07. Lost Receipts, etc. In case any
Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its
discretion may execute and deliver a Receipt of like form and tenor in exchange
and substitution for such mutilated Receipt, or in lieu of and in substitution
for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.
SECTION 2. 08. Cancellation and Destruction of
Surrendered Receipts. All Receipts surrendered to the Depositary or any
Depositary's Agent shall be canceled by the Depositary. Except as prohibited by
applicable law or regulation, the Depositary is authorized to destroy all
Receipts so canceled.
ARTICLE III
Certain Obligations of Holders
of Receipts and the Company
SECTION 3. 01. Filing Proofs, Certificates and Other
Information. Any holder of a Receipt may be required from time to time to file
such proof of residence, or other matters or other information, to execute such
certificates and to make such representations and warranties as the Depositary
or the Company may reasonably deem necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the withdrawal of the Stock
represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made.
SECTION 3. 02. Payment of Taxes or Other Governmental
Charges. Holders of Receipts shall be obligated to make payments to the
Depositary of certain charges and expenses, as provided in Section 5. 07.
Registration of transfer of any Receipt or any withdrawal of Stock and all money
or other property, if any, represented by the Depositary Shares evidenced by
such Receipt may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or any part
of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.
SECTION 3. 03. Warranty as to Stock. The Company
hereby represents and warrants that the Stock, when issued, will be validly
issued, fully paid and
11
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.
ARTICLE IV
The Deposited Securities; Notices
SECTION 4. 01. Cash Distributions. Whenever the
Depositary shall receive any cash dividend or other cash distribution on Stock,
the Depositary shall, subject to Sections 3. 01 and 3. 02, distribute to record
holders of Receipts pursuant to Section 4. 04 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that in case the Company or the Depositary shall be required
to withhold and does withhold from any cash dividend or other cash distribution
in respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall not be required to attribute to any holder of
Depositary Shares a fraction of one cent, and any amounts held by the Depositary
in such event will be distributed to holders of Receipts in such reasonable
manner as the Company and the Depositary determine.
SECTION 4. 02 Distributions Other Than Cash, Rights,
Preferences or Privileges. Whenever the Depositary shall receive any
distribution other than cash, rights, preferences or privileges upon Stock, the
Depositary shall, subject to Sections 3. 01 and 3. 02, distribute to record
holders of Receipts pursuant to Section 4. 04 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3. 01 and 3. 02, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4. 01 in the
case of a distribution received in cash. The Company shall not make any
distribution of such securities unless the Company shall have provided an
opinion of counsel stating that such securities have been registered under the
Securities Act of 1933 or do not need to be registered.
SECTION 4. 03. Subscription Rights, Preferences or
Privileges. If the Company shall at any time offer or cause to be offered to the
persons in whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any
rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such
12
instance be made available by the Depositary to the record holders of Receipts
in such manner as the Depositary may determine, either by the issue to such
record holders of warrants representing such rights, preferences or privileges
or by such other method as may be approved by the Depositary in its discretion
with the approval of the Company; provided, however, that (i) if at the time of
issue or offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the Company) not
feasible to make such rights, preferences or privileges available to holders of
Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, then the Depositary, in its discretion (with the
approval of the Company, in any case where the Depositary has determined that it
is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3. 01 and 3. 02, be
distributed by the Depositary to the record holders of Receipts entitled thereto
as provided by Section 4. 01 in the case of a distribution received in cash. The
Company shall not make any distribution of any such rights, preferences or
privileges unless the Company shall have provided an opinion of counsel stating
that such rights, preferences or privileges have been registered under the
Securities Act of 1933 or do not need to be registered.
If in order for holders of Receipts to be offered or
sold the securities to which any rights, preferences or privileges relate,
registration under the Securities Act of 1933 of the securities to which such
rights, preferences or privileges relate is required, the Company will promptly
file a registration statement pursuant to such Act with respect to such rights,
preferences or privileges and securities and use its best efforts and take all
steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement shall have become
effective, or unless the offering and registration under the provisions of such
Act.
If any other action under the laws of any
jurisdiction or any governmental or administrative authorization, consent or
permit is required in order for such rights, preferences or privileges to be
made available to holders of Receipts, the Company will use its best efforts to
take such action or obtain such authorization, consent or permit sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.
SECTION 4. 04. Notice of Dividends; Fixing of Record
Date for Holders of Receipts. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or if rights, preferences or privileges shall at any time be offered, with
respect to Stock, or whenever the Depositary shall receive notice of any meeting
of which holders of Stock are entitled to vote or any meeting of which holders
of Stock are entitled to notice, or whenever the Depositary and the Company
shall decide it is appropriate, the Depositary shall in each such instance fix a
record date (which shall be the same date as the record date fixed by the
Company with respect to the Stock) for the determination of the holders of
Receipts
13
who shall be entitled to receive such dividend, distribution, rights,
preferences or privileges or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or who shall
be entitled to notice of such meeting or for any other appropriate reason.
SECTION 4. 05. Voting Rights. Upon receipt of notice
of any meeting at which the holders of Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice which shall contain (i) such information as is contained in
such notice of meeting and (ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Stock represented by their respective
Depositary Shares (including an express indication that instructions may be
given to the Depositary to give a discretionary proxy to a person designated by
the Company) and a brief statement as to the manner in which such instructions
may be given. Upon the written request of the holders of Receipts on the
relevant record date, the Depositary shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of whole shares of Stock represented by the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received. The company hereby agrees to take all action, which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted. In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from
voting (but, at its discretion, not from appearing at any meeting with respect
to such Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.
SECTION 4. 06 Changes Affecting Deposited Securities
and Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of an interest represented by one Depositary Share in one share of
stock and (y) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Stock, in each case as may be necessary fully to
reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock as new deposited securities under this Deposit Agreement,
and Receipts then outstanding shall thenceforth represent the new deposited
securities so received in exchange for or upon conversion or in respect of such
Stock. In any such case the Depositary may in its discretion, with the approval
of the Company, execute and deliver additional Receipts, or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities. Anything to the contrary
herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Stock or any such recapitalization,
reorganization, merger, amalgamation or consolidation to surrender such Receipts
to the Depositary with instructions to convert,
14
exchange or surrender the Stock represented thereby only into or for, as the
case may be, the kind and amount of shares of stock and other securities and
property and cash into which the Stock represented by such Receipts might have
been converted or for which such Stock might have been exchanged or surrendered
immediately prior to the effective date of such transaction.
SECTION 4. 07. Inspection of Reports. The Depositary
shall make available for inspection by holders of Receipts at the Depositary's
Office, and at such other places as it may from time to time deem advisable, any
reports and communications received from the Company which are received by the
Depositary as the holder of Stock.
SECTION 4. 08. Lists of Receipt Holders. Promptly
upon request from time to time by the Company, the Depositary shall furnish to
it a list, as of a recent date, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary.
ARTICLE V
The Depositary, the Depositary's Agents,
the Registrar and the Company
SECTION 5. 01. Maintenance of Offices, Agencies and
Transfer Books by the Depositary; Registrar. Upon execution of this Deposit
Agreement, the Depositary shall maintain at the Depositary's Office, or at the
Registrar's office, at which the Depositary shall have complete access to all
books and records maintained on the Company's behalf, facilities for the
execution and delivery, registration and registration of transfer, surrender an
exchange of Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary's
Office for the registration and registration of transfer of Receipts, which
books at all reasonable times shall be open for inspection by the record holders
of Receipts; provided, that any such holder requesting to exercise such right
shall certify to the Depositary that such inspection shall be for a proper
purpose reasonably related to such person's interest as an owner Depositary
Shares evidenced by the Receipts.
The Depositary may close such books, at any time or
from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.
The Depositary may, with the approval of the Company,
appoint a Registrar for registration of the Receipts or the Depositary Shares
evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or
the Stock represented by such Depositary Shares shall be listed on the New York
Stock Exchange, the Depositary will appoint a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary Shares in accordance
with any requirements of such Exchange. Such Registrar (which may be the
Depositary if so permitted by the requirements of such
15
Exchange) may be removed and a substitute registrar appointed by the Depositary
upon the request or with the approval of the Company. If the Receipts, such
Depositary Shares or such Stock are listed on one or more other stock exchanges,
the Depositary will, at the request of the Company, arrange such facilities for
the delivery, registration, registration of transfer, surrender and exchange of
such Receipts, such Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulation.
SECTION 5. 02. Prevention of or Delay in Performance
by the Depositary, the Depositary's Agents, the Registrar or the Company.
Neither the Depositary nor any Depositary's Agent nor any Registrar nor the
Company shall incur any liability to any holder of any Receipt if by reason of
any provision of any present or future law, or regulation thereunder, of the
United States of America or of any other governmental authority or, in the case
of the Depositary, the Depositary's Agent or the Registrar, by reason of any
provision, present or future, of the Company's Certificate of Incorporation
(including the Certificate) or by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
from, or subject to any penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, any Registrar or
the Company incur any liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except, in case of any such
exercise or failure to exercise discretion not caused as aforesaid, if caused by
the negligence or willful misconduct of the party charged with such exercise or
failure to exercise.
SECTION 5. 03. Obligations of the Depositary, the
Depositary's Agents, the Registrar and the Company. Neither the Depositary nor
its affiliates nor any Depositary's Agent nor any Registrar nor any Transfer
Agent nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to holders of Receipts other than for its
negligence or willful misconduct. Under no circumstances shall the Depositary or
its affiliates or agents be liable for any special, punitive, indirect,
incidental, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if they have been advised of
the possibility of such loss or damage.
Neither the Depositary nor its affiliates nor any
Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company
shall be under any obligation to appear in, prosecute or defend any action, suit
or other proceeding in respect of the Stock, the Depositary Shares or the
Receipts which in its opinion may involve it in expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.
Neither the Depositary nor its affiliates nor any
Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company
shall be liable for any action or any failure to act by it in reliance upon the
written advice of legal counsel or accountants, or information from any person
presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such
16
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.
The Depositary shall not be responsible for any
failure to carry out any instruction to vote any of the shares of Stock or for
the manner or effect of any such vote made, as long as any such action or
non-action is in good faith.
The Depositary undertakes, and any Registrar shall be
required to undertake, to perform such duties and only such duties as are
specifically set forth in this Agreement and no implied covenants or obligations
shall be read into this Agreement against the Depositary or any Registrar.
The Depositary will indemnify the Company against any
liability which may directly arise out of acts performed or omitted by the
Depositary or its agents due to its or their negligence or bad faith.
The Depositary, its affiliates, the Depositary's
Agents, and any Registrar or Transfer Agent may own and deal in any class of
securities of the Company and its affiliates and in Receipts. The Depositary or
its affiliates may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates.
SECTION 5. 04. Resignation and Removal of the
Depositary; Appointment of Successor Depositary. The Depositary may at any time
resign as Depositary hereunder by having notice of its election to do so
delivered to the Company, such resignation to take effect upon the appointment
of a successor Depositary and its acceptance of such appointment as hereinafter
provided.
The Depositary may at any time be removed by the
Company by notice of such removal delivered to the Depositary, such removal to
take effect upon the appointment of a successor Depositary and its acceptance of
such appointment as hereinafter provided.
In case at any time the Depositary acting hereunder
shall resign or be removed, the Company shall, within 60 days after the delivery
of the notice of resignation or removal, as the case may be, appoint a successor
Depositary, which shall be a bank or trust company having its principal office
in the United States of America and having a combined capital and surplus of at
least $50,000,000. If no successor Depositary shall have been so appointed and
have accepted appointment within 60 days after delivery of such notice, the
resigning or removed Depositary may petition any court of competent jurisdiction
for the appointment of a successor Depositary. Every successor Depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor
Depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor and for all
purposes shall be the Depositary under this Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the written request of the
Company, shall execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer
and deliver all right, title and interest in the Stock and any moneys or
17
property held hereunder to such successor, and shall deliver to such successor a
list of the record holders of all outstanding Receipts. Any successor Depositary
shall promptly mail notice of its appointment to the record holders of Receipts.
Any corporation into or with which the Depositary may
be merged, consolidated or converted shall be the successor of such Depositary
without the execution or filing of any document or any further act, and notice
thereof shall not be required hereunder. Such successor Depositary may
authenticate the Receipts in the name of the predecessor Depositary or in the
name of the successor Depositary.
SECTION 5. 05. Corporate Notices and Reports. The
Company agrees that it will transmit to the record holders of Receipts, in each
case at the addresses furnished to it pursuant to Section 4. 08, all notices and
reports (including without limitation financial statements) required by law, by
the rules of any national securities exchange upon which the Stock, the
Depositary Shares or the Receipts are listed or by the Company's Certificate of
Incorporation (including the Certificate) to be furnished by the Company to
holders of Stock. Such transmission will be at the Company's expense.
SECTION 5. 06 Indemnification by the Company. The
Company shall indemnify the Depositary, its affiliates, any of Depositary's
Agents and any Registrar or Transfer Agent against, and hold each of them
harmless from, any loss, liability, damage or expense (including the reasonable
costs and expenses of defending itself) which may arise out of (a) acts
performed or omitted in connection with this Agreement and the Receipts (i) by
the Depositary, any Registrar or Transfer Agent or any of their respective
agents (including any Depositary's Agent), except for any liability arising out
of the gross negligence or bad faith on the respective parts of any such person
or persons, or (ii) by the Company or any of its agents, or (b) the offer, sale
or registration of the Receipts, Depositary Shares or the Stock pursuant to the
provisions hereof. The obligations of the Company set forth in this Section 5.
06 shall survive any succession of any Depositary, Registrar or Depositary's
Agent.
SECTION 5. 07. Charges and Expenses. The Company
shall pay all transfer and other taxes and governmental charges arising solely
from the existence of the depositary arrangements. The Company shall pay all
charges of the Depositary in connection with the initial deposit of the Stock
and the initial issuance of the Depositary Shares, redemption of the Stock at
the option of the Company and all withdrawals of shares of the Stock by owners
of Depositary Shares. All other transfer and other taxes and governmental
charges shall be at the expense of holders of Depositary Shares. If, at the
request of a holder of Receipts, the Depositary incurs charges or expenses for
which it is not otherwise liable hereunder, such holder will be liable for such
charges and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar (including, in each case, fees
and expenses of counsel) incident to the performance of their respective
obligations hereunder will be paid upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such charges and
expenses. The Depositary shall present its statement for charges and expenses to
the Company once every three months or at such other intervals as the Company
and the Depositary may agree.
18
ARTICLE VI
Amendment and Termination
SECTION 6. 01. Amendment. The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to
time be amended by agreement between the Company and the Depositary in any
respect which they may deem necessary or desirable; provided, however, that no
such amendment (other than any change in the fees of any Depositary or
Registrar, which shall go into effect not sooner than three months after notice
thereof to the holders of the Receipts) which shall materially and adversely
alter the rights of the holders of Receipts shall be effective unless such
amendment shall have been approved by the holders of at least a majority of the
Depositary Shares then outstanding. Every holder of an outstanding Receipt at
the time any such amendment becomes effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby.
SECTION 6. 02. Termination. This agreement may be
terminated by the Company or the Depositary only after (i) all outstanding
Depositary Shares shall have been redeemed pursuant to Section 2. 03 or (ii)
there shall have been made a final distribution in respect of the Stock in
connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Depositary
Shares pursuant to Section 4. 01 or 4. 02, as applicable.
Upon the termination of this Deposit Agreement, the
Company shall be discharged from all obligations under this Deposit Agreement
except for its obligations to the Depositary, any Depositary's Agent and any
Registrar under Sections 5. 06 and 5. 07.
ARTICLE VII
Miscellaneous
SECTION 7. 01. Counterparts. This Deposit Agreement
may be executed in any number of counterparts, and by each of the parties hereto
on separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together
shall constitute one and the same instrument.
SECTION 7. 02. Exclusive Benefit of Parties. This
Deposit Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other person whatsoever.
SECTION 7. 03. Invalidity of Provisions. In case any
one or more of the provisions contained in this Deposit Agreement or in the
Receipts should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.
19
SECTION 7. 04. Notices. Any and all notices to be
given to the Company hereunder or under the Receipts shall be in writing and
shall be deemed to have been duly given if personally delivered or sent by mail
or telegram or telex confirmed by letter, addressed to the Company at 0000
Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, to the attention of the
Secretary, or at any other address of which the Company shall have notified the
Depositary in writing.
Any and all notices to be given to the Depositary
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
0 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at any other address of
which the Depositary shall have notified the Company in writing.
Any and all notices to be given to any record holder
of a Receipt hereunder or under the Receipts shall be in writing and shall be
deemed to have been duly given if personally delivered or sent by mail or by
telegram or telex confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary, or
if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.
Delivery of a notice sent by mail or by telegram or
telex shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
telex message) is deposited, postage prepaid, in a post office letter box. The
Depositary or the Company may, however, act upon any telegram or telex message
received by it from the other or from any holder of a Receipt, notwithstanding
that such telegram or telex message shall not subsequently be confirmed by
letter or as aforesaid.
SECTION 7. 05. Depositary's Agents. The Depositary
may from time to time appoint, with the prior approval of the Company,
Depositary's Agents to act in any respect for the Depositary for the purposes of
this Deposit Agreement and may at any time appoint additional Depositary's
Agents and vary or terminate the appointment of such Depositary's Agents.
The Company has also requested that the Depositary's
affiliate, Computershare Investor Services, LLC, act as Registrar and Transfer
Agent.
SECTION 7. 06. Holders of Receipts Are Parties. The
holders of Receipts from time to time shall be parties to this Deposit Agreement
and shall be bound by all of the terms and conditions hereof and of the Receipts
by acceptance of delivery thereof.
SECTION 7. 07. Governing Law. This Deposit Agreement
and the Receipts and all rights hereunder and thereunder and provisions hereof
and thereof shall be governed by, and constructed in accordance with, the laws
of the State of Illinois, without reference to choice of law principles.
20
SECTION 7. 08. Inspection of Deposit Agreement.
Copies of this Deposit Agreement shall be filed with the Depositary and the
Depositary's Agents and shall be open to inspection during business hours at the
Depositary's Office and the respective offices of the Depositary's Agents, if
any, by any holder of a Receipt.
SECTION 7. 09. Headings. The headings or articles and
sections in this Deposit Agreement and in the form of the Receipt set forth in
Exhibit A hereunto have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or the Receipts or to have any
bearing upon the meaning or interpretation of any provision contained herein or
in the Receipts.
21
IN WITNESS WHEREOF, the Company and the Depositary
have duly executed this Agreement as of the day end year first above set forth
and all holders of Receipts shall become parties hereto by and upon acceptance
by them of delivery of Receipts issued in accordance with the terms hereof.
HOUSEHOLD INTERNATIONAL, INC.
By:
--------------------------------
Attested by:
--------------------
Xxxxxxx X. Xxxxxxxx
Assistant Secretary
COMPUTERSHARE TRUST COMPANY OF
NEW YORK, as Depositary
By:
--------------------------------
Attested by:
--------------------
22
Exhibit A
NUMBER DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
REPRESENTING 7 5/8% CUMULATIVE PREFERRED STOCK,
SERIES 2002-B, WITHOUT PAR VALUE
HOUSEHOLD INTERNATIONAL, INC.
SEE REVERSE SIDE
FOR ADDITIONAL
INFORMATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS DEPOSITARY RECEIPT IS TRANSFERABLE IN CHICAGO OR IN THE CITY OF NEW YORK
CUSIP
COMPUTERSHARE TRUST COMPANY OF NEW YORK, as Depositary (the "Depositary"),
hereby certifies that
is the register owner of
DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing one fortieth (1/40) of
one share of 7 5/8 % Cumulative Preferred Stock, Series 2002-B, without par
value (stated value $1000 per share), of Household International, Inc., a
Delaware corporation (the "Corporation"), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement dated
as of September 10, 2002 (the "Depositary Agreement"), between the Corporation
and the Depositary. By accepting this Depositary Receipt the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the
Depositary Agreement. This Depositary Receipt shall not be valid or obligatory
for any purpose or entitled to any benefits under the Deposit Agreement unless
it shall have been executed by the Depositary by the manual signature of a duly
authorized officer or, if executed in facsimile by the Depositary, countersigned
by a Registrar in respect of the Depositary Receipts by the manual signature of
a duly authorized officer thereof.
Dated:
Countersigned and Registered:
COMPUTERSHARE TRUST COMPANY OF NEW YORK COMPUTERSHARE INVESTOR SERVICES, LLC
Depositary Registrar
By By
Authorized Officer Authorized Officer
(Reverse of Receipt)
HOUSEHOLD INTERNATIONAL, INC.
HOUSEHOLD INTERNATIONAL, INC. WILL FURNISH WITHOUT CHARGE TO EACH
RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUESTS IS TO BE
ADDRESSED TO THE OFFICE OF THE SECRETARY OF THE CORPORATION.
-----------------------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________________Custodian __________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants
in common _______________________________________
(State)
Additional abbreviations may also be used though not in the above list
For value received, ____________________________________________________________________hereby sell; assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________________________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
__________________________________________________________________________________________________________________ Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and appoint
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________Attorney
to transfer the said Depositary Shares on the books of the within-named Depositary with full power of substitution in the premises.
Dated: ________________________________
_____________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of this receipt in every particular, without
alteration or enlargement or any change whatever.