Exhibit 4.6

                             BENEFICIAL CORPORATION

                      1990 NON-QUALIFIED STOCK OPTION PLAN

         1. Purpose of Plan. The purpose of the Beneficial Corporation 1990
Non-Qualified Stock Option Plan ("Plan") is to attract and retain able and
experienced key management employees and directors and to provide an incentive
to those persons to improve operations and increase profits by affording them an
opportunity to acquire stock ownership in Beneficial Corporation
("Corporation"). The options granted under the Plan are not intended to comply
with Section 422A of the Internal Revenue Code of 1986, as amended (the "Code")

         2. Administration of Plan. This Plan shall be administered by the
Compensation Committee ("Committee") of the Board of Directors of the
Corporation ("Board") which shall consist of not less than three members of the
Board, none of whom shall be eligible to participate in this Plan, other than
pursuant to Section 8 hereof, for a period of at least one year prior to
appointment. The determinations of the Committee shall be made in accordance
with their judgments as to the best interests of the Corporation and its
stockholders and in accordance with the purposes of the Plan. A majority of
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or meeting of the
Committee if in writing signed by all of the Committee members. No member of the
Committee or the Board shall be liable for any action taken or determination
made in good faith with respect to this Plan or any option granted hereunder.

         The Committee shall have full authority and discretion to (a)
determine, consistent with the provisions of this Plan, the employees to be
granted options, the times at which options shall be granted, the number of
shares subject to each option, the period during which each option becomes
exercisable (subject to Section 7 hereof), and the terms contained in each
option agreement, and (b) adopt rules and regulations and prescribe or approve
any forms or documents to carry out the purposes and provisions of this Plan.
Notwithstanding the foregoing, the number of shares subject to option which may
be granted to any employee, regardless of position or title, during any calendar
year under this Plan may not exceed 200,000, provided that such limitation shall
be subject to adjustment consistent with the provisions of Section 12 hereof
with respect to any change in the Common Stock of the Corporation which shall
occur on or after November 21, 1996. The Committee's interpretation and
construction of any provisions of this Plan or determination of any grant
hereunder shall be binding and conclusive, except as such may be otherwise
modified, amended or changed by the Board. The authority of the Board under this
Section shall not be exercised in any manner which could jeopardize the status
of the Committee as disinterested administrator of the Plan.

         3. Eligibility. The class of employees eligible to participate in this
Plan shall consist of those headquarters employees holding the title of
Assistant Vice President or above, or the equivalent of that position in
function and responsibility in the case of subsidiaries of the Corporation, and
those employees in the Corporation's field operations holding the title of
Director and above. An employee who has been granted an option may be granted an
additional option or options under this Plan if the Committee shall so
determine. The granting of an option under this Plan shall not affect any
outstanding stock option previously granted to an optionee under this Plan. The
term "subsidiary" shall mean any domestic or foreign corporation of which the
Corporation owns, directly or indirectly, in excess of 50% of the total combined
voting power of all classes of stock of such corporation.

         Notwithstanding any language of this Section to the contrary, no
individual shall be eligible to receive an option as an employee of the
Corporation or any of its subsidiaries for a period of one year after having
been eligible to receive options pursuant to Section 8 hereof.

         Those eligible shall include individuals who are subject to the
personal income tax laws of foreign countries, including Canada, the United
Kingdom, and the German Federal Republic, and employed by the Corporation or any
of its subsidiaries, and the Committee shall have the discretion, but shall not
be required, to include as a part of the terms of each option agreement
provisions and conditions consistent with the Plan, intended to comply with the
applicable requirements of the internal revenue laws of such foreign countries.

         4. Shares Subject to Plan. Subject to adjustment as provided in Section
12, the aggregate number of shares which shall be authorized to be issued
pursuant to options granted by the Committee under this Plan for any calendar
year shall not exceed that number of shares equal to one and three-quarter
percent (.0175) of the total issued and outstanding Common Stock of the
Corporation, par value $1.00 per share, as measured on the first day of any such
calendar year, which may be treasury shares reacquired by the Corporation or
authorized and unissued shares or a combination of both. If during any such
calendar year options for less than the total number of shares so authorized are
granted under the Plan, the balance of such shares shall be available for the
granting of options during any succeeding year. Any shares subject to an option
under this Plan which shall expire or be terminated for any reason shall be
available for the granting of options in that, or any succeeding year during the
term of this Plan.

         5. Option Price. The option price per share under each option granted
by the Committee shall be not less than 100% of the fair market value per share
on the date an option is granted, but in no event less than the par value
thereof. The fair market value shall be the average between the highest and
lowest quoted selling price per share on the New York Stock Exchange Composite
Transactions Tape ("Composite Tape") on the date the option is granted (subject
to adjustment under Section 12 hereof). If there should be no sale of the shares
reported on such date, then the option price per share shall be the average
between the highest and lowest quoted selling price per share reported on the
Composite Tape on the next preceding day on which there shall have been a sale.

         6. Exercise of Option.

         (a) Each Option granted under the Plan shall be exercisable on the
dates and for the number of shares as shall be provided in a stock option
agreement between the Corporation and optionee evidencing the option granted by
the Committee and the terms thereof. Shares shall be issued to the optionee upon
payment in full either in cash or by an exchange of shares of Common Stock of
the Corporation previously owned by the optionee for at least six months prior
to the date of exercise, or a combination of both, in an amount or having a
combined value equal to the aggregate purchase price for the shares subject to
the option or portion thereof being exercised. The value of the previously owned
shares of Common Stock exchanged in full or partial payment for the shares
purchased upon the exercise of an option shall be equal to the aggregate fair
market value, as defined in Section 5, of such shares on the date of the
exercise of such options.

         (b) The Corporation shall be entitled to withhold the amount of any tax
attributable to any amounts payable or shares deliverable under the Plan after
giving the person entitled to receive the payment or delivery (or the person
liable for the tax, if different) notice as far in advance as practicable, and
the Corporation may defer making payment or delivery of any benefits under the
Plan if any tax is payable until indemnified to its satisfaction. The Committee
may, in its discretion and subject to rules which it may adopt, permit an
optionee to pay all or a portion of all taxes arising in connection with the
exercise of an option by electing to (i) have the Corporation withhold shares of
Common Stock, or (ii) deliver other shares of Common Stock previously owned by
the optionee for at least six months having a fair market value (as defined in
Section 5) equal to the amount to be withheld provided, however, that the amount
to be withheld shall not exceed the optionee's estimated total Federal, State
and local tax obligations associated with the transaction. The fair market value
of fractional shares remaining after payment of the withholding taxes shall be
paid to the optionee in cash.

         7. Term of Option. Options granted under the Plan shall become
exercisable at such intervals or dates and over such period of time ("Exercise
Period") and for such number of shares which may be purchased at any one time as
shall be determined by the Committee (collectively "Option Terms") to be set
forth in the stock option agreements between individual optionees and the
Corporation under the Plan ("Option Agreements"), but in no event shall the
Exercise Period commence prior to one year after the date of grant (except as
permitted in Sections 11(c) and 10(e) hereof) or extend more than 10 years after
the date of grant. The Committee may, consistent with Section 13 hereof,
authorize existing Option Agreements to be amended to provide for different
Option Terms, in whole or in part, including an amendment to permit
transferability in accordance with Section 9 hereof. Options which are not
exercised prior to the end of the Exercise Period shall expire, and the shares
subject to such options shall become available for the granting of other options
under the Plan during that or any succeeding year.

         8. Grants to Outside Directors.

         (a) On the 15th day of the month of November of each year prior to the
termination of this Plan, each member of the Board of Directors of the
Corporation (excluding Emeritus Directors) who is not then an employee of the
Corporation or any of its subsidiaries ("Outside Director") shall automatically
be issued an option pursuant to this Plan to purchase 4000 shares of the Common
Stock of the Corporation, provided, however, that such number of shares shall be
automatically proportionately adjusted upon the occurrence of any event
described in Section 12 hereof, in a manner consistent with any adjustment
affected pursuant to that Section. In the event that November 15 shall in any
year fall on a day on which the New York Stock Exchange is not open for trading,
options shall instead be issued pursuant to this Section on the next preceding
trading day.

         (b) Such options shall be granted at an option price equal to the fair
market value per share (as defined at Section 5) on the date of grant, shall be
exercisable at any time after one year following the date of grant and prior to
ten years following the date of grant, and shall be subject to the restrictions
on transferability provided in Section 9 hereof.

         (c) If for any reason during the term of an unexercised and unexpired
option issued pursuant to this Section, the optionee shall cease to be a voting
member of the Board of Directors of the Corporation, the option may be exercised
at any time during its normal exercise period, provided however, that any option
not exercisable on the date of such cessation shall expire on such date.

         (d) Options issued pursuant to this Section shall be subject to
adjustment pursuant to Section 12 hereof.

         (e) Notwithstanding any provisions of this Section to the contrary, no
Outside Director of the Corporation shall be eligible to receive any option
pursuant to the Plan for a period of one year after having been eligible to
receive options pursuant to the Plan as an employee of the Corporation or any of
its subsidiaries.

         (f) The provisions of this Section 8 may be amended by the Board from
time to time, affecting the issuance date, number of shares under option, and
terms of options issued to Outside Directors hereunder.

         (g) On December 1, 1997, each Outside Director of the Corporation shall
be issued an option pursuant to the Plan to purchase 2,000 shares of the Common
Stock of the Corporation. This non-recurring option grant shall be on the terms,
and subject to the restrictions, set forth in subsections (b), (c), (d) and (e)
of this Section 8.

         9. Transferability of Options.

         Options or LSAR's granted under this Plan shall be transferable by the
optionee by will or the laws of descent and distribution, and shall also be
transferable by the optionee to (i) the spouse, siblings, parents and lineal
descendants of the optionee ("Immediate Family Members"), (ii) organizations
described at Section 501 (c)(3) of the Code ("Charities"), (iii) a trust or
trusts for the exclusive benefit of such Immediate Family Members or Charities,
or (iv) a partnership or partnerships in which such Immediate Family Members are
the only partners, provided that (A) there may be no consideration for any such
transfer, (B) the stock option agreement pursuant to which options were granted
under this Plan must expressly provide for transferability in a manner
consistent with this Section 9, (C) subsequent transfers of transferred options
shall be prohibited except those pursuant to will or the laws of descent and
distribution, and (D) any such transfer must expressly provide that the optionee
is designated as agent of the transferee for purposes of notices from the Plan
or the Committee with respect to the options, and for purposes of any notices to
the Plan or the Committee from the transferee with respect to the options,
including but not limited to notices of intent to exercise. Following transfer,
any such options shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer, provided that for purposes of
Sections 6 and 13 hereof the term "optionee" shall be deemed to refer to the
transferee. The events of termination of employment of Section 10 hereof shall
continue to be applied with respect to the original optionee, following which
the options shall be exercisable by the transferee only to the extent, and for
the periods specified at Sections 10(b), 10(c), 10(d) and 10(e). Absent a
transfer in accordance with the provisions of this Section 9, options or LSAR's
granted under the Plan shall be exercisable during the optionee's lifetime only
by the optionee (or the legal representative of the optionee under Section
10(c)).

         10. Termination of Employment and Death of Optionee.

         (a) If during the term of an unexercised option the optionee terminates
employment with the Corporation or any of its subsidiaries for any reason (other
than these specified at (b) through (e) of this Section) the option shall expire
and cease to be exercisable immediately upon such termination.

         (b) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of the death of
such optionee, the option may be exercised within a two year period following
the date of death to the extent that such option is exercisable at the date of
death, but in no event later than the Exercise Period specified in the Option
Agreement by which such option was granted. The option shall be exercisable
during such period by the optionee's estate or by any person who acquires the
right to exercise the option by reason of the optionee's death.

         (c) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of the "long term
disability" of the optionee, as such term is defined for purposes of the Long
Term Disability Benefits Plan maintained by the Corporation, the option may be
exercised, to the extent that it was exercisable at termination, at any time
during the Exercise Period specified in the Option Agreement by which such
option was granted. The optionee's legal representative, if appointed, shall be
entitled to exercise the option.

         (d) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of retirement at
any time following the date the optionee is eligible to retire early pursuant to
Section 4 of the Beneficial Corporation Pension Plan dated October 1, 1983, as
amended ("Pension Plan") the option may be exercised at any time during the
three month period following his or her Early Retirement Date (as defined in the
Pension Plan), to the extent that such option is exercisable on such Early
Retirement Date, but in no event later than the Exercise Period specified in the
Option Agreement by which such option was granted.

         (e) If during the term of an unexercised option employment with the
Corporation or any of its subsidiaries is terminated by reason of retirement at
any time following the date the optionee is eligible to retire early, as defined
at 10(d) above, and after the date on which such optionee attains the age of
sixty two years, the option shall be exercisable at any time during the Exercise
Period specified in the Option Agreement by which such option was granted.
Notwithstanding the provisions of Section 7 hereof and the terms of each Option
Agreement, all options held at retirement, then unexercised and unexpired, by
any optionee whose employment is terminated as provided for in this Section
10(e) shall become immediately exercisable upon the later to occur of (i) the
optionee's retirement date, or (ii) the expiration of a period of six months
following the date of grant of any affected option.

         (f) The portion of any option subject to this Section 10 which is not
exercisable at the beginning of, or exercised within the periods permitted by
paragraphs (b) through (e) above shall lapse, and the shares subject to such
option shall become available for the granting of other options under this Plan
during that or any succeeding year.

         11. Change of Control.

         (a) Qualifying Event. The occurrence of a "Change in Control of the
Corporation", as that term is defined herein, shall constitute a "Qualifying
Event" for purposes of the Plan. A "Change in Control of the Corporation" shall
mean a change in control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A (or the corresponding provision of any
future schedule of required proxy statement information) of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether or not the Corporation is then subject to such reporting
requirement; provided, that, without limitation, such a change in control shall
be deemed to have occurred if:

                  (i) the Corporation shall cease to be a publicly owned
         corporation having at least 1000 stockholders; or

                  (ii) any "person" (as defined in Sections 13(d) and 14(d) of
         the Exchange Act) is or becomes the "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act) directly or indirectly, securities
         of the Corporation representing fifteen percent (15%) or more of the
         combined voting power of the Corporation's then outstanding securities;
         or

                  (iii) during any period of two (2) consecutive years (not
         including any period prior to the adoption of this Plan) there shall
         cease to be a majority of the Board comprised as follows: individuals
         who at the beginning of such period constitute the Board and any new
         director(s) whose election by the Board or nomination for election by
         the Corporation's stockholders was approved by a vote of at least
         two-thirds (2/3) of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election was previously so approved.

         (b) Limited Stock Appreciation Rights. Upon the occurrence of a
Qualifying Event, there shall automatically be issued in connection with all
options granted pursuant to the Plan, then unexercised and unexpired, to persons
at such time subject to restrictions on purchase and sale of the Common Stock of
the Corporation under Section 16(b) of the Exchange Act, Limited Stock
Appreciation Rights ("LSAR"), as hereinafter defined. The number of shares
subject to each LSAR shall be the same as that for the underlying option to
which such LSAR relates. For purposes of the Plan an LSAR shall represent the
privilege to receive from the Corporation (without payment to the Corporation
except for applicable withholding taxes) upon exercise of such LSAR a
distribution solely in shares of the Common Stock of the Corporation (or any
successor corporation) having an aggregate fair market value on the date of
distribution, as determined pursuant to Section 5 hereof equal to the "Option
Spread". The "Option Spread" shall be (i) the difference between the highest
fair market value per share (as defined in Section 5) during the 90-day period
beginning on the day of the Qualifying Event and the per share option price of
the related option, times (ii) the number of shares subject to the LSAR. An LSAR
shall be exercisable in whole or in part at any time during the 30 day period
following the expiration of six months after the date of the Qualifying Event,
upon notice to the Corporation in the manner prescribed by the Committee.
Notwithstanding Section 10(a) hereof, options or LSAR's granted hereunder shall
remain exercisable during such six month and 30 day periods, if within the
Exercise Period. Upon the exercise of an LSAR, the related option granted
pursuant to the Plan shall cease to be exercisable to the extent of the shares
of Common Stock with respect to which such LSAR is exercised. Upon the exercise
or termination of a related option, the LSAR with respect to such related option
shall terminate to the extent of the shares of Common Stock with respect to
which the related option was exercised or terminated.

         (c) Acceleration of Vesting. Notwithstanding the provisions of Section
7 hereof and the terms of each stock option agreement, upon the occurrence of
any Qualifying Event all options granted under the Plan, then unexercised and
unexpired, shall be immediately exercisable.

         12. Adjustment Provisions. In the event of any change in the Common
Stock of the Corporation, $1.00 par value, by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, extraordinary dividend, or of any similar change
affecting such Common Stock, then in any such event the number and kind of
shares subject to options granted pursuant to the Plan and their purchase price
per share shall be appropriately adjusted consistent with such change in such
manner as the Committee of the Plan may deem equitable to prevent substantial
dilution or enlargement of the rights granted pursuant to any option agreement
issued hereunder. Any adjustments so made shall be final and binding upon all
parties.

         13. Duration, Amendment and Termination. This Plan is intended to be
perpetual and shall have no stated termination date. The Board of Directors may
amend the Plan from time to time or terminate the Plan at any time. However, no
action or amendment authorized by this Section or Section 7 shall reduce the
amount of any existing benefits or change the terms and conditions thereof
without the optionee's consent.

         To the extent then required by Rule 16(b)(3), as promulgated by the
Securities and Exchange Commission, approval of the stockholders of the
Corporation shall be required for any amendment to the Plan which shall (a)
materially increase the total number of shares which may be issued under the
Plan; (b) materially reduce the minimum purchase price of shares of Common Stock
which may be made subject to options under the Plan, or (c) materially modify
the requirements as to eligibility for options under the Plan.

         By mutual agreement between the Corporation and an optionee hereunder
or under any other stock option plan of the Corporation, options or rights may
be granted to the optionee in substitution and exchange for, and in cancellation
of, any benefits previously granted to the optionee under this Plan or any other
stock option plan of the Corporation.

         14. Compliance With Law. This Plan, all options issued hereunder, and
the obligation of the Corporation to sell and deliver shares of Common Stock
hereunder, shall be subject to all applicable Federal and State laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required.

         15. No Rights as Stockholder. Individuals granted options pursuant to
the Plan and transferees shall have no rights as stockholders with respect to
any shares of Common Stock subject to such options prior to the date of issuance
to them of certificates for such shares. Other than pursuant to Section 12
hereof no adjustment shall be made for dividends or distributions or other
rights with respect to such shares for which the record date is prior to the
date on which they shall become the holder of record thereof.

         16. Stockholder Approval. The Plan was adopted by the Board of
Directors on November 15, 1990, subject to stockholder approval. The Plan was
approved by the stockholders of the Corporation on May 22, 1991.