HOUSEHOLD INTERNATIONAL INC
EXECUTIVE EMPLOYMENT PROTECTION AGMT, DTD 3/1/02
<DOCUMENT>
<TYPE>EX-10.16(A)
<SEQUENCE>17
<FILENAME>c75016exv10w16xay.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT PROTECTION AGMT, DTD 3/1/02
<TEXT>
<PAGE>
                                                                EXHIBIT 10.16(a)

                         EMPLOYMENT PROTECTION AGREEMENT

         THIS AGREEMENT, made and entered into as of March 1, 2002 by and
between Household International, Inc., a Delaware corporation, (hereinafter
called the "Corporation") and Sandra L. Derickson (hereinafter called the
"Executive").

                                WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that it is in the best interests of the Corporation and its
shareholders to assure that the Corporation will have the continued dedication
of the Executive, despite the possibility, threat or occurrence of a Change in
Control (as defined below) of the Corporation; and

         WHEREAS, the Board believes that it is imperative to diminish the
inevitable distraction of the Executive which would result from the personal
uncertainties and risks created by a threatened or pending Change in Control and
to encourage the Executive's full attention and dedication to the business of
the Corporation currently and in the event of any threatened or pending Change
in Control and to provide the Executive with appropriate compensation and
benefit protection upon a Change in Control;

         WHEREAS, the Corporation and the Executive are party to an Employment
Protection Agreement dated as of September 5, 2000, and hereby wish to amend and
restate such agreement.

         NOW, THEREFORE, the Corporation and the Executive, each intending to be
legally bound, hereby mutually covenant and agree as follows:

         1. Term. This Agreement shall become effective upon the occurrence of a
Change in Control (as defined in Paragraph 4(d), below) (hereinafter called the
"Effective Date") and shall remain in effect for a term continuing until the end
of the eighteenth (18th) calendar month following the month in which the
Effective Date occurs; provided, however, that, anything in this Agreement to
the contrary notwithstanding, if a Change in Control occurs and if the
Executive's employment with the Corporation was terminated within six (6) months
prior to the date on which the Change in Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (a) was at the
request of a third party who was taking steps reasonably calculated to effect a
Change in Control or (b) otherwise arose in connection with or anticipation of a
Change in Control, then for all purposes of this Agreement the "Effective Date"
shall mean the date immediately prior to the date of such termination of
employment.

         2. Duties. During the Executive's employment with the Corporation after
the Effective Date, the Executive shall devote substantially his entire time
during reasonable business hours (reasonable sick leave and vacations excepted)
and best efforts to fulfill faithfully, responsibly and to the best of his
ability such duties as may be assigned to the Executive from

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time to time by the Chief Executive Officer of the Corporation, subject to the
provisions of Paragraph 4(d)(v), below.

         3. Compensation and Benefits. For the Executive's employment with the
Corporation after the Effective Date, the Executive shall receive such
reasonable and appropriate compensation and benefits as shall be approved from
time to time by the Board, the Compensation Committee of the Board, or the Chief
Executive Officer of the Corporation subject to the provisions of Paragraph
4(d)(v), below.

         4. Termination. Unless earlier terminated in accordance with the
following provisions of this Paragraph 4, the Corporation shall continue to
employ the Executive and the Executive shall remain employed by the Corporation
from the Effective Date through the end of the term of this Agreement as set
forth in Paragraph 1, above. Paragraph 6 hereof sets forth certain obligations
of the Corporation in the event that the Executive's employment hereunder is
terminated. Certain capitalized terms used in this Paragraph 4 and in Paragraphs
5 and 6 hereof are defined in Paragraph 4(d), below.

            (a) Death or Disability. Except to the extent otherwise provided in
Paragraph 6 with respect to certain post-Date of Termination payment obligations
of the Corporation, this Agreement shall terminate immediately as of the Date of
Termination in the event of the Executive's death or in the event that the
Executive becomes disabled. The Executive will be deemed to be disabled upon the
earlier of (i) the end of a six (6)-consecutive month period during which, by
reason of physical or mental injury or disease, the Executive has been unable to
perform substantially all of his usual and customary duties under this Agreement
or (ii) the date that a reputable physician selected by the Corporation, and as
to whom the Executive has no reasonable objection, determines in writing that
the Executive will, by reason of physical or mental injury or disease, be unable
to perform substantially all of the Executive's usual and customary duties under
this Agreement for a period of at least six (6) consecutive months. If any
question arises as to whether the Executive is disabled, upon reasonable request
therefor by the Corporation, the Executive shall submit to reasonable medical
examination for the purpose of determining the existence, nature and extent of
any such disability. The Corporation shall promptly give the Executive written
notice of any such determination of the Executive's disability and of any
decision of the Corporation to terminate the Executive's employment by reason
thereof. Until the Date of Termination for disability, the base salary payable
to the Executive shall be reduced dollar-for-dollar by the amount of any
disability benefits paid to the Executive in accordance with any disability
policy or program of the Corporation.

            (b) Discharge for Cause. In accordance with the procedures
hereinafter set forth, the Corporation may discharge the Executive from his
employment hereunder for Cause. Except to the extent otherwise provided in
Paragraph 6 with respect to certain post-Date of Termination obligations of the
Corporation, this Agreement shall terminate immediately as of the Date of
Termination in the event the Executive is discharged for Cause. Any discharge of
the Executive for Cause shall be communicated by a Notice of Termination to the
Executive given in accordance with Paragraph 13 of this Agreement. For purposes
of this Agreement, a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this


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Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) specifies the termination
date, which may be as early as the date of the giving of such notice. No
purported termination of the Executive's employment for Cause shall be effective
without a Notice of Termination.

            (c) Termination for Other Reasons. The Corporation may discharge the
Executive without Cause by giving written notice to the Executive in accordance
with Paragraph 13 at least fifteen (15) days prior to the Date of Termination.
The Executive may resign from his employment, without liability to the
Corporation, by giving written notice to the Corporation in accordance with
Paragraph 13 at least fifteen (15) days prior to the Date of Termination. Except
to the extent otherwise provided in Paragraph 6 with respect to certain
post-Date of Termination obligations of the Corporation, this Agreement shall
terminate immediately as of the Date of Termination in the event the Executive
is discharged without Cause or resigns.

            (d) Definitions. For purposes of this Agreement, the following
capitalized terms shall have the meanings set forth below:

                (i) "Accrued Obligations" shall mean, as of the Date of
Termination, the sum of (A) the Executive's base salary through the Date of
Termination to the extent not theretofore paid, (B) the amount of any bonus,
incentive compensation, deferred compensation and other cash compensation
accrued by the Executive as of the Date of Termination to the extent not
theretofore paid and (C) any vacation pay, expense reimbursements and other cash
entitlements accrued by the Executive as of the Date of Termination to the
extent not theretofore paid. For the purpose of this Paragraph 4(d)(i), amounts
shall be deemed to accrue ratably over the period during which they are earned,
but no discretionary compensation shall be deemed earned or accrued until it is
specifically approved by the Corporation, the Board or the Compensation
Committee in accordance with the applicable plan, program or policy.

                (ii) "Cause" shall mean: (A) the Executive's commission of an
act materially and demonstrably detrimental to the financial condition and/or
goodwill of the Corporation or any of its subsidiaries, which act constitutes
gross negligence or willful misconduct by the Executive in the performance of
his material duties to the Corporation or any of its subsidiaries, or (B) the
Executive's commission of any material act of dishonesty or breach of trust
resulting or intended to result in material personal gain or enrichment of the
Executive at the expense of the Corporation or any of its subsidiaries, or (C)
the Executive's conviction of a felony involving moral turpitude, but
specifically excluding any conviction based entirely on vicarious liability. No
act or failure to act will be considered "willful" unless it is done, or omitted
to be done, by the Executive in bad faith or without reasonable belief that his
action or omission was in the best interests of the Corporation. In addition, no
act or omission will constitute Cause unless the Corporation has given detailed
written notice thereof to the Executive and, where remedial action is feasible,
he then fails to remedy the act or omission within a reasonable time after
receiving such notice.



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                (iii) A "Change in Control" shall be deemed to have occurred if:

                      (A) Any "person" (as defined in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding
for this purpose the Corporation or any subsidiary of the Corporation, or any
employee benefit plan of the Corporation or any subsidiary of the Corporation,
or any person or entity organized, appointed or established by the Corporation
for or pursuant to the terms of such plan which acquires beneficial ownership of
voting securities of the Corporation, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities of the Corporation representing twenty percent (20%) or more of the
combined voting power of the Corporation's then outstanding securities;
provided, however, that no Change in Control shall be deemed to have occurred as
the result of an acquisition of securities of the Corporation by the Corporation
which, by reducing the number of voting securities outstanding, increases the
direct or indirect beneficial ownership interest of any person to twenty percent
(20%) or more of the combined voting power of the Corporation's then outstanding
securities, but any subsequent increase in the direct or indirect beneficial
ownership interest of such a person in the Corporation shall be deemed a Change
in Control; and provided further that if the Board of Directors of the
Corporation determines in good faith that a person who has become the beneficial
owner directly or indirectly of securities of the Corporation representing
twenty percent (20%) or more of the combined voting power of the Corporation's
then outstanding securities has inadvertently reached that level of ownership
interest, and if such person divests as promptly as practicable a sufficient
amount of securities of the Corporation so that the person no longer has a
direct or indirect beneficial ownership interest in twenty percent (20%) or more
of the combined voting power of the Corporation's then outstanding securities,
then no Change in Control shall be deemed to have occurred;

                      (B) During any period of two (2) consecutive years,
individuals who at the beginning of such two-year period constitute the Board of
Directors of the Corporation and any new director or directors (except for any
director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in subparagraph (A), above, or
subparagraph (C), below) whose election by the Board or nomination for election
by the Corporation's shareholders was approved by a vote of at least two-thirds
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, cease for any reason to constitute at least a majority of the Board
(such individuals and any such new directors being referred to as the "Incumbent
Board"); or

                      (C) Consummation of (1) an agreement for the sale or
disposition of the Corporation or all or substantially all of the Corporation's
assets, (2) a plan of merger or consolidation of the Corporation with any other
corporation, or (3) a similar transaction or series of transactions involving
the Corporation (any transaction described in parts (1) through (3) of this
subparagraph (C) being referred to as a "Business Combination"), in each case
unless after such a Business Combination (x) the shareholders of the Corporation
immediately prior to the Business Combination continue to own, directly or
indirectly, more than sixty percent (60%) of the combined voting power of the
then outstanding voting securities


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entitled to vote generally in the election of directors of the new (or
continued) entity (including, but not by way of limitation, an entity which as a
result of such transaction owns the Corporation or all or substantially all of
the Corporation's former assets either directly or through one or more
subsidiaries) immediately after such Business Combination, in substantially the
same proportion as their ownership of the Corporation immediately prior to such
Business Combination, (y) no person (excluding any entity resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Corporation or of such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, twenty percent (20%) or more of the
then combined voting power of the then outstanding voting securities of such
entity, except to the extent that such ownership existed prior to the Business
Combination, and (z) at least a majority of the members of the board of
directors of the entity resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or

                      (D) Approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.

             Any other provision of this Agreement to the contrary
notwithstanding, a "Change in Control" shall not include any transaction
described in subparagraph (A) or (C), above, where, in connection with such
transaction, the Executive and/or any party acting in concert with the Executive
substantially increases his or its, as the case may be, ownership interest in
the Corporation or a successor to the Corporation (other than through conversion
of prior ownership interests in the Corporation and/or through equity awards
received entirely as compensation for past or future personal services).

                (iv) "Date of Termination" shall mean (A) in the event of a
discharge of the Executive by the Corporation for Cause, the date specified in
such Notice of Termination, (B) in the event of a discharge of the Executive
without Cause or a resignation by the Executive, the date specified in the
written notice to the Executive (in the case of discharge) or the Corporation
(in the case of resignation), which date shall be no less than fifteen (15) days
from the date of such written notice, (C) in the event of the Executive's death,
the date of the Executive's death, and (D) in the event of termination of the
Executive's employment by reason of disability pursuant to Paragraph 4(a), the
date the Executive receives written notice of such termination.

                (v) "Good Reason" shall mean, without the consent of the
Executive, (A) any action by the Corporation which results in a substantial
diminution of the Executive's position, authority, duties or responsibilities to
a level demonstrably below those of similarly compensated employees, (B)
reduction of the Executive's compensation, (C) substantial reduction in the
Executive's benefits under any compensation or benefit plan or program of the
Corporation, except that the Executive's benefits may be reduced in connection
with similar reductions uniformly applied with respect to all similarly situated
employees, (D) assignment to an office in a different geographic location unless
the Corporation makes reimbursement for all expenses incurred in connection with
relocation and appropriate increases for differences in cost of living, (E) any
successor (as set forth in paragraph 12) to the Corporation, by acquisition of




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stock or assets, by merger or otherwise, failing to expressly assume the
obligations of the Corporation under this Agreement; provided, however, that
"Good Reason" shall not include any isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Corporation promptly
after receipt of notice thereof given by the Executive.

                (vi) "Qualifying Termination" shall mean termination of the
Executive's employment after the Effective Date and during the term of this
Agreement as described in Paragraph 1, above, (A) by reason of the discharge of
the Executive by the Corporation other than for Cause or disability or (B) by
reason of the resignation of the Executive for Good Reason within six (6) months
after an event constituting Good Reason.

            (e) Continuing Obligations. Notwithstanding the termination of this
Agreement pursuant to Paragraph 4(a), 4(b) or 4(c) above, or upon the expiration
of the term described in Paragraph 1 above, the respective covenants, agreements
and obligations of the Corporation and the Executive set forth hereinafter shall
continue.

         5. Vesting of Equity Awards Upon a Change in Control. Immediately upon
a Change in Control, all stock options, restricted stock and other equity awards
to the Executive which are not otherwise vested shall vest in full, and all
options shall remain exercisable for the period provided for in the applicable
plan or award agreement.

         6. Obligations of the Corporation Upon Termination. The following
provisions describe the obligations of the Corporation to the Executive under
this Agreement upon termination of his employment. However, except as explicitly
provided in this Agreement, nothing in this Agreement shall limit or otherwise
adversely affect any rights which the Executive may have under applicable law,
under any other agreement with the Corporation or any of its subsidiaries, or
under any compensation or benefit plan, program, policy or practice of the
Corporation or any of its subsidiaries. Although the Executive is a participant
in the Household International Severance Pay Plan, the Executive will not be
eligible for benefits from such plan in the event that there is a Qualifying
Termination since the severance under this Agreement will then become payable.

            (a) Death, Disability, Discharge for Cause, or Resignation Without
Good Reason. In the event this Agreement terminates by reason of the death or
disability of the Executive, or by reason of the discharge of the Executive by
the Corporation for Cause, or by reason of the resignation of the Executive
other than for Good Reason, the Corporation shall pay to the Executive, or his
heirs or estate, in the event of the Executive's death, all Accrued Obligations
in a lump sum within thirty (30) days after the Date of Termination; provided,
however, that any portion of the Accrued Obligations which consists of bonus,
deferred compensation, or incentive compensation shall be determined and paid in
accordance with the terms of the relevant plan as applicable to the Executive.
In addition, if the Executive's employment is terminated by death, disability or
retirement under a retirement plan of the Corporation or by resignation of the
Executive other than for Good Reason, the Executive may, in the discretion of
the Compensation Committee or the Corporation, be awarded a pro rata cash bonus
for the year in which the Date of Termination occurs.

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            (b) Qualifying Termination. In the event of a Qualifying
Termination, the Executive shall receive the following benefits:

                (i) Payment of all Accrued Obligations in a lump sum within
thirty (30) days after the Date of Termination; provided, however, that any
portion of the Accrued Obligations which consists of bonus, deferred
compensation or incentive compensation shall be determined and paid in
accordance with the terms of the relevant plan as applicable to the Executive;

                (ii) Payment in a lump sum within thirty (30) days after the
Date of Termination of a pro rata cash bonus for the year in which the Date of
Termination occurs equal to the product of (x) the highest of the annual bonuses
payable to the Executive for the three (3) years preceding the year in which the
Date of Termination occurs, including any bonus or portion thereof that has been
earned but deferred (and annualized for any fiscal year consisting of less than
12 full months or during which the Executive was employed for less than 12 full
months) (the "Highest Annual Bonus"), and (y) a fraction, the numerator of which
is the number of days in the current fiscal year through the Date of Termination
and the denominator of which is 365;

                (iii) Payment in a lump sum within thirty (30) days after the
Date of Termination of a salary replacement amount equal to one hundred fifty
percent (150%) of the Executive's base salary as in effect prior to the
termination,

                (iv) Payment in a lump sum within thirty (30) days after the
Date of Termination of a bonus replacement amount equal to one hundred fifty
percent (150%) of the Highest Annual Bonus;

                (v) Continuation, for a period of eighteen (18) months after the
Date of Termination, of the following welfare benefits and executive perquisites
on terms at least as favorable to the Executive as those which would have been
provided if the Executive's employment had continued for that time pursuant to
this Agreement, with the cost of such benefits to be paid by the Corporation:
medical and dental benefits, life and disability insurance, and executive
physical examinations. To the extent the Corporation is unable to provide
comparable insurance for reasons other than cost, the Corporation may provide a
lesser level or no coverage and compensate the Executive for the difference in
coverage through a cash lump sum payment grossed up for taxes. This payment will
be tied to the cost of an individual insurance policy if it were assumed to be
available. The medical and dental benefits provided hereunder shall not be
considered a continuation of coverage under the Consolidated Omnibus Budget
Reconciliation Act ("COBRA"), and continuation coverage under COBRA shall be
made available to the Executive at the end of such eighteen (18) month period as
if the Executive's employment had terminated on the last day of such period. For
purposes of determining eligibility (but not the time of commencement of
benefits) of the Executive for retiree benefits pursuant to post-retirement
welfare benefit plans, practices, programs and policies of the Corporation, the
Executive shall be considered to have remained employed for eighteen (18) months
after the Date of Termination and, therefore, will be treated as having eighteen
(18)

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additional months of age and service credit after the Date of Termination
and as having retired on the last day of such eighteen (18) month period;

                (vi) For purposes of determining the Executive's benefits under
the Corporation's non-qualified excess and supplemental defined benefit
retirement plans (the "SERP") in which the Executive participates, the
Executive's benefits under the SERP shall equal the excess of (x) the actuarial
equivalent (utilizing actuarial assumptions determined on a basis no less
favorable to the Executive than the basis used under the terms of the Retirement
Plan as in effect immediately prior to the Change in Control) of the sum of (A)
the benefit under the Corporation's qualified defined benefit retirement plan
(the "Retirement Plan") and (B) the benefit under any excess or supplemental
retirement plans in which the Executive participates (collectively, the "SERP"),
based on the Executive's period of service through the Date of Termination and
assuming for this purpose that: (1) the Executive's employment continued for
eighteen (18) months after the Date of Termination, and, therefore, the
Executive had eighteen (18) additional months of age and service credit after
the Date of Termination under the Retirement Plan and the SERP, (2) all accrued
benefits under the Retirement Plan and the SERP are fully vested and (3) the
Executive's salary and annual bonus for each year during such eighteen (18)
month period were the salary replacement and bonus replacement amounts described
in subparagraphs (iii) and (iv) above, over (y) the actuarial equivalent of the
Executive's actual benefit (paid or payable), if any, under the Retirement Plan,
as of the Date of Termination;

                (vii) Payment in a lump sum within thirty (30) days after the
Date of Termination of an amount equal to the sum of the maximum matching
contributions by the Corporation under the Corporation's tax-qualified and
supplemental Section 401(k) plans in which the Executive participates that the
Executive would have received if the Executive's employment continued for
eighteen (18) months after the Date of Termination, assuming for this purpose
that: (x) the Executive's salary and annual bonus for each year during such
eighteen (18) month period were the salary replacement and bonus replacement
amounts described in subparagraphs (iii) and (iv) above and (y) the Company's
matching contributions are determined pursuant to the applicable provisions of
the Corporation's tax-qualified and supplemental Section 401(k) plans, as in
effect immediately prior to the Change in Control.

                (viii) Outplacement services, at the expense of the Corporation,
from a provider reasonably selected by the Executive, at a cost not to exceed
ten percent (10%) of base salary.

         7. Certain Additional Payments by the Corporation. The Corporation
agrees that:

            (a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Corporation to or for the benefit of the Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Paragraph 7) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, (the "Code") or if any interest or penalties are incurred by the
Executive with respect to such excise

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tax (such excise tax, together with any such interest and penalties, being
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payment. Notwithstanding the foregoing provisions of this Paragraph 7(a), if
it shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the Payments do not exceed 110% of the greatest amount (the "Reduced
Amount") that could be paid to the Executive such that the receipt of Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to
the Executive and the Payments, in the aggregate, shall be reduced to the
Reduced Amount.

            (b) Subject to the provisions of paragraph (c), below, all
determinations required to be made under this Paragraph 7, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by the accounting firm which is then serving as the auditors for the Corporation
(the "Accounting Firm"), which shall provide detailed supporting calculations
both to the Corporation and the Executive within fifteen (15) business days of
the receipt of notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Corporation. In the event that the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, the Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this
Paragraph 7, shall be paid by the Corporation to the Executive within five (5)
days of the receipt of the Accounting Firm's determination. If the Accounting
Firm determines that no Excise Tax is payable by the Executive, it shall furnish
the Executive with a written opinion that failure to report the Excise Tax on
the Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any good faith determination by
the Accounting Firm shall be binding upon the Corporation and the Executive. As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Corporation
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the Corporation exhausts its
remedies pursuant to paragraph (c), below, and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
the Executive.

            (c) The Executive shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Corporation of a Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than fifteen (15) business days after
the Executive is informed in writing of such claim and shall apprise the
Corporation of the nature of such claim and the date on which such claim is
requested


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to be paid. The Executive shall not pay such claim prior to the expiration of
the thirty (30)-day period following the date on which Executive gives such
notice to the Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Corporation notifies
the Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:

                (i) Give the Corporation any information reasonably requested by
the Corporation relating to such claim,

                (ii) Take such action in connection with contesting such claim
as the Corporation shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Corporation,

                (iii) Cooperate with the Corporation in good faith in order
effectively to contest such claim, and

                (iv) Permit the Corporation to participate in any proceedings
relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limiting the foregoing
provisions of this paragraph (c), the Corporation shall control all proceedings
taken in connection with such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at its sole option,
either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner; and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; provided, however, that if the Corporation directs
the Executive to pay such claim and sue for a refund, the Corporation shall
advance the amount of such payment to the Executive on an interest-free basis
and shall indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the Corporation's
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.


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            (d) If, after the receipt by the Executive of an amount advanced by
the Corporation pursuant to paragraph (c), above, the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall (subject
to the Corporation's complying with the requirements of said paragraph (c))
promptly pay to the Corporation the amount of such refund (together with any
interest paid or credited thereon, after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to said paragraph (c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid; and the amount
of such advance shall offset, to the extent thereof, the amount of the Gross-Up
Payment required to be paid.

         8. No Set-Off or Mitigation. The Corporation's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Corporation may have against
the Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement, and such
amounts shall not be reduced whether or not the Executive obtains other
employment.

         9. Payment of Certain Expenses. The Corporation agrees to pay promptly
as incurred, to the fullest extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome) by the Corporation, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement
(including as a result of any contest initiated by the Executive about the
amount of any payment due pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code.

         10. Indemnification. To the full extent permitted by law, the
Corporation shall, both during and after the term of the Executive's employment,
indemnify the Executive (including the advancement of expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred by the Executive in connection with the defense of any
lawsuit or other claim to which he is made a party by reason of being (or having
been) an officer, director or employee of the Corporation or any of its
subsidiaries. In addition, the Executive shall be covered, both during and after
the term of the Executive's employment, by director and officer liability
insurance to the maximum extent that such insurance covers any officer or
director (or former officer or director) of the Corporation.

         11. Confidentiality. During and after the period of employment with the
Corporation, the Executive shall not, without prior written consent from the
Chief Executive Officer or the General Counsel of the Corporation, directly or
indirectly disclose to any individual, corporation or other entity, other than
to the Corporation or any subsidiary or affiliate thereof or their officers,
directors or employees entitled to such information or any other person or
entity to whom such information is disclosed in the normal course of the
business of the Corporation) or


                                       11
<PAGE>

use for the Executive's own benefit or for the benefit of any such individual,
corporation or other entity, any Confidential Information of the Corporation.
For purposes of this Agreement, "Confidential Information" is information
relating to the business of the Corporation or its subsidiaries or affiliates
(a) which is not generally known to the public or in the industry, (b) which has
been treated by the Corporation and its subsidiaries and affiliates as
confidential or proprietary, (c) which provides the Corporation or its
subsidiaries or affiliates with a competitive advantage, and (d) in the
confidentiality of which the Corporation has a legally protectable interest.
Confidential Information which becomes generally known to the public or in the
industry, or in the confidentiality of which the Corporation and its
subsidiaries and affiliates cease to have a legally protectable interest, shall
cease to be subject to the restrictions of this Paragraph 11.

         12. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the heirs and representatives of the Executive and the successors
and assigns of the Corporation. The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) to all or a
substantial portion of its assets, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform this Agreement if no such succession had taken place.
Regardless of whether such an agreement is executed, this Agreement shall be
binding upon any successor of the Corporation in accordance with the operation
of law, and such successor shall be deemed the "Corporation" for purposes of
this Agreement.

         13. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or by recognized commercial delivery service or if mailed
within the continental United States by first class certified mail, return
receipt requested, postage prepaid, addressed as follows:

            1.  If to the Board or the Corporation, to:

                Household International, Inc.
                2700 Sanders Road
                Prospect Heights, Illinois  60070
                Attention: Executive Vice President - Administration

            2.  If to the Executive, to:

                Household International, Inc.
                2700 Sanders Road
                Prospect Heights, Illinois  60070
                Attention: Sandra L. Derickson

Such addresses may be changed by written notice sent to the other party at the
last recorded address of that party.


                                       12
<PAGE>


         14. Tax Withholding. The Corporation shall provide for the withholding
of any taxes required to be withheld by federal, state, or local law with
respect to any payment in cash, shares of stock and/or other property made by or
on behalf of the Corporation to or for the benefit of the Executive under this
Agreement or otherwise. The Corporation may, at its option: (a) withhold such
taxes from any cash payments owing from the Corporation to the Executive, (b)
require the Executive to pay to the Corporation in cash such amount as may be
required to satisfy such withholding obligations and/or (c) make other
satisfactory arrangements with the Executive to satisfy such withholding
obligations.

         15. Arbitration. Except as to any controversy or claim which the
Executive elects, by written notice to the Corporation, to have adjudicated by a
court of competent jurisdiction, any controversy or claim arising out of or
relating to this Agreement or the breach hereof shall be settled by arbitration
in Chicago, Illinois in accordance with the laws of the State of Illinois. The
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association. The costs and expenses of the arbitrator(s) shall be
borne by the Corporation. The award of the arbitrator(s) shall be binding upon
the parties. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction.

         16. No Assignment. Except as otherwise expressly provided herein, this
Agreement is not assignable by any party and no payment to be made hereunder
shall be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or other charge.

         17. Execution in Counterparts. This Agreement may be executed by the
parties hereto in two (2) or more counterparts, each of which shall be deemed to
be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.

         18. Jurisdiction and Governing Law. This Agreement shall be construed
and interpreted in accordance with and governed by the laws of the State of
Illinois, other than the conflict of laws provisions of such laws.

         19. Severability. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate the remainder of
this Agreement. Furthermore, if the scope of any restriction or requirement
contained in this Agreement is too broad to permit enforcement of such
restriction or requirement to its full extent, then such restriction or
requirement shall be enforced to the maximum extent permitted by law, and the
Executive consents and agrees that any court of competent jurisdiction may so
modify such scope in any proceeding brought to enforce such restriction or
requirement.

         20. Prior Understandings. This Agreement embodies the entire
understanding of the parties hereto and supersedes all other oral or written
agreements or understandings between them regarding the subject matter hereof,
including without limitation, the Employment Protection Agreement between the
Executive and the Corporation dated as of September 5, 2000.


                                       13

<PAGE>


No change, alteration or modification hereof may be made except in a writing,
signed by each of the parties hereto. The headings in this Agreement are for
convenience of reference only and shall not be construed as part of this
Agreement or to limit or otherwise affect the meaning hereof.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

Attest:                                      HOUSEHOLD INTERNATIONAL, INC.


/s/ K.H. Robin                               By: /s/ W. F. Aldinger
-------------------------------------           --------------------------------
Kenneth H. Robin                             Title: Chairman and Chief Executive
Senior Vice President-General Counsel               Officer
and Corporate Secretary

                                              /s/ Sandra L. Derickson
                                             -------------------------
                                                Sandra L. Derickson








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</TEXT>
</DOCUMENT>
