HOUSEHOLD INTERNATIONAL INC
NON-DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.9
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<FILENAME>c82697exv10w9.txt
<DESCRIPTION>NON-DEFERRED COMPENSATION PLAN
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                                                                    EXHIBIT 10.9

                             HOUSEHOLD INTERNATIONAL

                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

         Section 1. Purpose. The purpose of this Plan is to provide certain
executives of Household International, Inc. (the "Company") and certain of its
direct and indirect subsidiaries (the Company and such subsidiaries being
referred to as the "Employers") the opportunity to defer receipt of compensation
and provide for future savings of compensation earned. The provision of such an
opportunity is designed to aid the Company in attracting and retaining as
executives persons whose abilities, experience and judgment can contribute to
the well-being of the Company.

         Section 2. Name, Effective Date. The effective date of this plan known
as the Household International Non-Qualified Deferred Compensation Plan (the
"Plan") is December 1, 1996.

         Section 3. Eligibility. Any executive of the Employers who is on the
United States payroll and whose base salary is at least $160,000 as of the
November 1 preceding the year for which an election is made is eligible to
participate in this Plan.

         Section 4. Deferred Compensation Account. An unfunded deferred
compensation account shall be established for each person who elects to
participate in the Plan.

         Section 5. Amount of Deferral. For calendar year 1997 and for each
calendar year thereafter, a participant may elect to defer receipt of a
specified portion of the unearned salary that would otherwise be paid in that
year and/or all or a specified portion of the cash bonus which will be earned
for that year which generally becomes payable to the participant in the
following year. An amount equal to the compensation deferred will be credited to
the participant's deferred compensation account on the date such compensation
would otherwise be initially payable. In no event may a participant make a
deferral election with respect to his or her salary that would cause his
projected salary expected to be actually paid in that year to be reduced below
$160,000. A participant may, however, elect to defer all or any part of his cash
bonus earned for a particular year whether it is payable in that year or payable
in the next year. The $160,000 amount referred to in this Section 5 and Section
3 shall be automatically adjusted to reflect changes in the limits outlined
under Section 401(a)(17) of the Internal Revenue Code (the "Code").

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         Section 6. Election of Deferral. An election to defer salary and/or
bonus for each year shall be made on forms provided by the Compensation
Committee of the Board of Directors of the Company (the "Committee") for that
purpose and shall be effective on the date indicated, but not before the date
filed with the Committee. With respect to salary, the election shall be made
prior to the year for which it is applicable and shall be effective with respect
to any salary to be earned which would otherwise be payable in that year. With
respect to bonus, due to its uncertain nature, the election shall be made by
July 1 regarding the potential bonus to be earned and awarded for that year
notwithstanding the fact that bonus income is generally distributed in the
following calendar year.

         If a participant has failed to select a deferred distribution date for
a deferral or if he terminates employment before such deferred distribution
date, then distribution of such deferred compensation will be made in the
calendar year following the date of the participant's termination of employment.
For any compensation earned for a particular year, the earliest deferred
distribution date specified by the participant must be at least two years after
the year for which the compensation was earned. Subject to Section 19, with
respect to each such calendar year to which it applies, the election shall be
irrevocable upon receipt by the Committee.

         Section 7. Hypothetical Investment. Each deferred compensation account
will be credited with earnings from the date on which deferred compensation
would initially have been payable until the date of payment. The participant can
elect to have the amount credited to his account invested hypothetically in
various funds. The funds against which increases or decreases in the
participant's deferred compensation account will be measured are:

         Fund A -          Household International, Inc. Common Stock Fund.

         Fund B -          Treasury Fund. This Fund shall be credited with
                           interest at a rate equal to the United States
                           five-year treasury rate plus HFC's borrowing spread
                           over that rate on the first day of each calendar
                           quarter with interest compounded quarterly.

         The participant can change his or her investment election as to the
amount already credited or to be credited to his account on a quarterly basis by
filing an appropriate election form with the Committee prior to the first day of
the quarter in which the election is to be effective.

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There is no guarantee a participant's deferred compensation account invested in
Fund A will increase; amounts may decrease based on the performance of Fund A.

         Section 8. Value of Deferred Compensation Accounts. The value of each
participant's deferred compensation account shall include compensation deferred,
adjusted for any increase or decrease thereon, pursuant to Section 7 of the
Plan.

         Section 9. Payment of Deferral. Subject to Section 19, no distribution
may be made from the participant's deferred compensation account prior to the
first day of the calendar year following the date of the termination of the
participant's employment, unless an earlier date is specified by the participant
in his election to defer compensation. If a participant elected to defer any
year's compensation to a specific date other than his or her termination of
employment, such year's deferred compensation and earnings or losses thereon
will be payable in cash in a lump sum on the date specified unless it is paid
earlier due to termination of employment. The value of a participant's deferred
compensation account will be payable in cash in a lump sum as soon as
practicable following the end of the year in which a participant terminates
employment.

         In the event that the participant becomes totally disabled, the
Committee, in its absolute discretion, may distribute all or a portion of the
participant's deferred compensation account according to a revised payment
schedule.

         Section 10. Withholding. There shall be deducted from all deferrals and
payments under this Plan the amount of any taxes required to be withheld by any
federal, state or local government. The participants and their beneficiaries,
distributees, and personal representatives will bear any and all federal,
foreign, state, local or other income or other taxes imposed on amounts deferred
or paid under this Plan.

         Section 11. Designation of Beneficiary. A participant may designate a
beneficiary or beneficiaries which shall be effective upon filing written notice
with the Committee on the form provided by the Committee for that purpose. If no
beneficiary is designated, the beneficiary will be the participant's estate. If
more than one beneficiary statement has been filed, the beneficiary or
beneficiaries designated in the statement bearing the most recent date will be
deemed the valid beneficiary or beneficiaries.

         Section 12. Death of Participant or Beneficiary. In the event of a
participant's death before he has received the full value of his deferred
compensation account, the then current value

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of the participant's deferred compensation account shall be determined and such
amount shall be paid to the beneficiary or beneficiaries of the deceased
participant as soon as practicable thereafter in cash in a lump sum. If no
designated beneficiary has been named or survives the participant, the
beneficiary will be the participant's estate.

         Section 13. Participant's Rights Unsecured. The right of any
participant or beneficiary to receive payment under the provisions of the Plan
shall be an unsecured claim against the general assets of the Company, and any
successor company in the event of a merger, consolidation, reorganization or any
other event which causes the Company's assets or business to be acquired by
another company. No provisions contained in the Plan shall be construed to give
any participant or beneficiary at any time a security interest in the deferred
compensation account or any other assets of the Company.

         Section 14. Statement of Account. Statements will be sent to
participants following the end of each year as to the value of their deferred
compensation accounts as of December 31st of such year.

         Section 15. Assignability. No right to receive payments hereunder shall
be transferable or assignable by a participant or a beneficiary.

         Section 16. Administration of the Plan. The Plan shall be administered
by the Committee. The Committee shall conclusively interpret the provisions of
the Plan, decide all claims, and shall make all determinations under the Plan.
The Committee shall act by vote or written consent of a majority of its members.
The Committee may authorize the appointment of an agent to perform recordkeeping
and other administrative duties with respect to the Plan.

         Section 17. Amendment or Termination of Plan. This Plan may at any time
or from time to time be amended, modified or terminated by the Committee. No
amendment, modification or termination shall, without the consent of a
participant, adversely affect such participant's accruals on his prior
elections. Rights accrued prior to termination of the Plan will not be canceled
by termination of the Plan.

         Section 18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

         Section 19. Withdrawals. Notwithstanding anything in this Plan to the
contrary, a participant may request withdrawal of all or a portion of the
balance of his deferred

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compensation account by filing a written request with the Committee in a form
acceptable to the Committee for that purpose. A minimum of $25,000 (Twenty Five
Thousand Dollars) or the balance of the account, if less, must be requested. The
withdrawal will be deemed to be made from the deferrals for the year or years
whose deferred distribution date is closest to the date of the withdrawal and
the Committee, in its sole discretion, shall determine which of the phantom
investment accounts of the participant will be charged for the withdrawal. This
request may be granted, solely in the absolute discretion of the Committee,
provided, however, if the Committee grants a withdrawal request, all pending
deferral elections for future compensation under the Plan which the participant
has filed with the Committee will be canceled. The participant will be suspended
from participation in this Plan with respect to future compensation until the
participant files a deferral election with respect to salary and/or bonus earned
for the calendar year following the year in which the withdrawal occurs or some
later year. The Committee will impose a forfeiture equal to the amount of the
withdrawal multiplied by 10 percent. Such amount will be forfeited to the
Company. In the event a participant is a Section 16 officer of the Company, a
distribution made by the Committee pursuant to this Section 19 shall occur on a
date that is at least six (6) months from the date the Committee approves the
withdrawal request if the withdrawal comes from the participant's account
hypothetically invested in Fund A.

         Section 20. Payment of Certain Costs of the Participant. If a dispute
arises regarding the interpretation or enforcement of this Plan and the
participant (or, in the event of his death, his beneficiary) obtains a final
judgment in his favor from a court of competent jurisdiction from which no
appeal may be taken, whether because the time to do so has expired or otherwise,
or his claim is settled by the Company prior to the rendering of such a
judgment, all reasonable legal and other professional fees and expenses incurred
by the participant in contesting or disputing any such claim or in seeking to
obtain or enforce any right or benefit provided for in this Plan or in otherwise
pursuing his claim will be promptly paid by the Company with interest thereon at
the highest Illinois statutory rate for interest on judgments against private
parties from the date of payment thereof by the participant to the date of
reimbursement to him by the Company.

         Section 21. Securities Law. With respect to participants subject to
section 16 of the Exchange Act, transactions under this plan are intended to
comply with all applicable provisions of Rule 16b-3 or its successor under the
Securities Exchange Act of 1934. To the extent any

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provision of the Plan or action by the Committee or its designee fails to so
comply, it shall be deemed null and void.

         Section 22. Change in Control. A "Change in Control" means a change in
the beneficial ownership of the Company's then outstanding securities or a
change in the composition of the Company's Board of Directors as a result of any
of the following occurrences:

1.   any "person" (as the term is used in Section 13(d) and Section 14(d)(2) of
     the Securities Exchange Act of 1934) other than: (a) a trustee or other
     fiduciary of securities held under an employee benefit plan of the Company,
     or (b) the Company or any subsidiary thereof becomes the beneficial owner,
     directly or indirectly, of securities of the Company representing 20% or
     more of the combined voting power of the Company's then outstanding
     securities; or

2.   persons who were directors of the Company as of the effective date hereof,
     or successor directors nominated by those directors or by such successor
     directors, cease to constitute a majority of the Board of Directors of the
     Company or its successor by merger, consolidation or sale of assets.

Notwithstanding any other provision of the Plan, if a Change of Control occurs,
then the Company shall create a trust or take such other actions as are
appropriate to protect each participant's deferred compensation account.


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