Exhibit 4.1
AMENDMENT
TO THE RENEWED RIGHTS AGREEMENT
AMENDMENT, dated as of April 7, 1998 (the
"Amendment"), to the Renewed Rights Agreement, dated as of
August 22, 1996 (the "Rights Agreement"), between Beneficial
Corporation, a Delaware corporation (the "Company"), and
First Chicago Trust Company of New York, a national banking
association, as Rights Agent (the "Rights Agent").
WHEREAS, the Board of Directors of the Company has
determined that it would be desirable and in the best
interests of the Company and its stockholders for the
Company to supplement and amend the Rights Agreement in the
manner set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises
and the mutual agreements set forth herein and in the Rights
Agreement, and pursuant to Section 26 of the Rights
Agreement, the parties hereby agree as follows:
1. Section 1(v) of the Rights Agreement is hereby
amended to read in its entirety as follows:
(v) "Exempt Person" shall mean (i) the Company,
(ii) any Subsidiary (as hereinafter defined) of the
Company, (iii) any employee benefit plan or employee
stock plan of the Company or of any Subsidiary of the
Company, (iv) any Person organized, appointed,
established or holding Voting Shares (as hereinafter
defined) by, for or pursuant to, the terms of any
such plan or (v) for so long as either of (A) the
Agreement and Plan of Merger, dated as of April 7,
1998, among Household International, Inc.
("Household"), Household Acquisition Corporation II
and the Company (the "Merger Agreement") or (B) the
Stock Option Agreement, dated as of April 7, 1998,
between the Company and Household (the "Stock Option
Agreement"), remains in full force and effect,
Household or any Affiliate of Household who or which
may become the Beneficial Owner of outstanding Voting
Shares having in the aggregate 15% or more of the
general voting power of the Company pursuant to the
Merger Agreement or the Stock Option Agreement.
2. This Amendment shall become effective
immediately upon the execution and delivery hereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment 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.
BENEFICIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
_____________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President,
Corporate Secretary and
Assistant General Counsel
ATTEST
By:/s/ A. Xxxxxxx Xxxxx
____________________
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxxx
______________________________
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
ATTEST
By: /s/ Xxxxx X. Xxxx
_______________________
