HOUSEHOLD INTERNATIONAL INC
NON-QUALIFIED DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.11
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<FILENAME>c75016exv10w11.txt
<DESCRIPTION>NON-QUALIFIED DEFERRED COMPENSATION PLAN
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                                                                   EXHIBIT 10.11

                                 FIRST AMENDMENT
                                       OF
                             HOUSEHOLD INTERNATIONAL
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN
                           FOR RESTRICTED STOCK RIGHTS


                  WHEREAS, Household International, Inc. (the "Company")
maintains the Household International Non-Qualified Deferred Compensation Plan
for Restricted Stock Rights (the "Plan"); and

                  WHEREAS, amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, pursuant to the power reserved to the
Compensation Committee under Section 16 of the Plan and a resolution adopted by
the Compensation Committee of the Company on September 10, 2002, the Plan is
hereby amended, effective as of September 10, 2002, by substituting the
following for Section 7 of the Plan:

                  "Section 7. Hypothetical Investment. Each deferred
         compensation account will be credited with hypothetical shares of
         Household stock on the date on which the Household Restricted Stock
         Rights otherwise would have vested. Unless the participant makes an
         election otherwise as outlined below, during the deferral period his
         deferred compensation account will be credited on each dividend payment
         date for the Company's Common Stock with additional hypothetical shares
         of Household stock determined by dividing the aggregate cash dividend
         which would have been paid if the existing hypothetical Household stock
         were actual shares of the Company's Common stock (the "Hypothetical
         Dividend") by the fair market value of the Company's Common Stock as of
         the dividend payment date, computed to four decimal places. For
         purposes of the Plan, the "fair market value" of one share of the
         Company's Common Stock shall be the average of the high and low sale
         prices for a share of such Common Stock for the respective
         determination date. At the time the election of deferral is made in
         accordance with Sections 5 and 6 of this Plan, the participant may
         irrevocably choose to receive in cash any future Hypothetical Dividends
         attributable to that deferral. In addition, a participant may make a
         one-time irrevocable acceleration election prior to October 1, 2002 to
         receive, in cash, Hypothetical Dividends attributable to hypothetical
         shares of Household stock credited to the participant's deferred
         compensation account pursuant to a deferral election made before
         September 1, 2002 ("Prior Deferrals"). This one-time election will
         apply only to Hypothetical Dividends payable on or after April 1, 2003
         with respect to such Prior Deferrals. Cash payments of any Hypothetical
         Dividends will be disbursed with the regular payroll processed
         following each dividend payment date on the Company's Common Stock,
         less the amount of any taxes required to be withheld by any federal,
         state or local government. If no election is made by the participant,
         then hypothetical shares attributable to the Hypothetical Dividends
         will be credited to the participant's deferred compensation account.
         There is no guarantee a participant's



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         deferred compensation account will increase in value; the account may
         decrease in value based on the performance of Household stock."

                                            HOUSEHOLD INTERNATIONAL, INC.




                                    By:     /s/ George A. Lorch
                                            -----------------------------
                                            George A. Lorch
                                            Chair, Compensation Committee


Dated:   September 10, 2002



ATTEST:




/s/ Kenneth H. Robin
--------------------
Kenneth H. Robin
Secretary



(CORPORATE SEAL)

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                             HOUSEHOLD INTERNATIONAL

                    NON-QUALIFIED DEFERRED COMPENSATION PLAN
                           FOR RESTRICTED STOCK RIGHTS


         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 in connection with the
vesting of Household Restricted Stock Rights. 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 for
Restricted Stock Rights (the "Plan") is September 11, 2001.

         Section 3. Eligibility. Any executive of the Employers who is a
participant in the 1998 Key Executive Bonus Plan and has outstanding Restricted
Stock Rights for Household International, Inc. Common Stock, $1.00 par value
("Household stock") 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. In the calendar year prior to the
scheduled vesting of Household Restricted Stock Rights on a date at least six
months prior to the date the participant's Restricted Stock Rights are scheduled
to vest, the participant can make an irrevocable election to defer the right to
receive all or a portion of the stock that would otherwise be paid to the
participant upon the scheduled vesting of the Restricted Stock Rights. The
Household stock as to which an election is made will be credited to the
participant's deferred compensation account on the date such stock would
otherwise have been initially vested.


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         Section 6. Election of Deferral. An election to defer the right to
receive stock under this Plan 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.

         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 account will be made as
soon as practicable in the calendar year following the date of the participant's
termination of employment. The earliest deferred distribution date specified by
the participant for any deferral under this Plan must be at least two years
after the calendar year in which the vesting of Restricted Stock Rights
otherwise would have occurred. The election shall be irrevocable upon receipt by
the Committee.

         Section 7. Hypothetical Investment. Each deferred compensation account
will be credited with hypothetical shares of Household stock on the date on
which the Household Restricted Stock Rights otherwise would have vested. During
the deferral period, the deferred compensation account will be credited on each
dividend payment date for the Company's Common Stock with additional
hypothetical shares of Household stock determined by dividing the aggregate cash
dividend which would have been paid if the existing Household stock were actual
shares of the Company's Common stock by the fair market value of the Company's
Common Stock as of the dividend payment date, computed to four decimal places.
For purposes of the Plan, the "fair market value" of one share of the Company's
Common Stock shall be the average of the high and low sale prices for a share of
such Common Stock for the respective determination date. There is no guarantee a
participant's deferred compensation account will increase in value; the account
may decrease in value based on the performance of Household stock.

         Section 8. Payment of Deferral. If a participant elected to defer any
year's compensation under this Plan to a specific date other than his or her
termination of employment, the value of such year's deferred compensation will
be payable in stock with only fractional shares paid in cash 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 stock with
only fractional


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shares paid in cash as soon as practicable following the end of the year in
which a participant terminates employment unless an earlier date is specified by
the participant in his deferral election. All deferred amounts to be paid to a
participant pursuant to the Plan are to be paid in shares of Household stock
with the value of such shares being the fair market value of an equal number of
shares of Household stock on the date of payment.

         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 but it must still be paid in stock.

         Section 9. Withholding. Subject to the following sentence, 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 unless
these amounts are paid in cash by the participant. However, for any taxes
required to be withheld by any federal, state or local government in connection
with a deferral, these amounts must be paid in cash immediately after the
vesting date and not by reducing the shares otherwise credited to the
participant's account. 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 10. 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 11. 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 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 stock with only fractional shares paid in cash. If no designated
beneficiary has been named or survives the participant, the beneficiary will be
the participant's estate.


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         Section 12. 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. Upon deferral under
this Plan, a participant gives up his right to receive stock that otherwise
would have been issued as a consequence of vesting of Restricted Stock Rights
and receives, instead, the contractual right to an unfunded deferred
compensation account equal in value to the value of the stock that otherwise
would have been received.

         Section 13. 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 14. Assignability. No right to receive payments hereunder shall
be transferable or assignable by a participant or a beneficiary.

         Section 15. 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 16. 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 17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

         Section 18. 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


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

         Section 20. Change in Control. A "Change in Control " shall be deemed
to have occurred if:

         (1)   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 Company or any subsidiary
               of the Company, or any employee benefit plan of the Company, or
               any subsidiary of the Company, or any person or entity organized,
               appointed or established by the Company for or pursuant to the
               terms of such plan which acquires beneficial ownership of voting
               securities of the Company, is or becomes the "beneficial owner"
               (as defined in Rule 13d-3 under the Exchange Act) directly or
               indirectly of securities of the Company representing twenty
               percent (20%) or more of the combined voting power of the
               Company'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 Company by the Company
               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 Company's then outstanding securities, but any
               subsequent


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               increase in the direct or indirect beneficial ownership interest
               of such a person in the Company shall be deemed a Change in
               Control; and provided further that if the Board of Directors of
               the Company determines in good faith that a person who has become
               the beneficial owner directly or indirectly of securities of the
               Company representing twenty percent (20%) or more of the combined
               voting power of the Company'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 Company 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
               Company's then outstanding securities, then no Change in Control
               shall be deemed to have occurred;

         (2)    During any period of two (2) consecutive years (not including
                any period prior to December 1, 1998) individuals who at the
                beginning of such two-year period constitute the Board of
                Directors of the Company and any new director or directors
                (except for any director designated by a person who has entered
                into an agreement with the Company to effect a transaction
                described in subparagraph (1), above, or subparagraph (3),
                below) whose election by the Board or nomination for election by
                the Company's stockholders 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");

         (3)    Consummation of (x) an agreement for the sale or disposition of
                the Company or all or substantially all of the Company's assets,
                (y) a plan of merger or consolidation of the Company with any
                other corporation, or (z) a similar transaction or series of
                transactions involving the Company (any transaction described in
                parts (x) through (z) of this subparagraph (3) being referred to
                as a "Business Combination"), in each case unless after such a
                Business Combination (I) the stockholders of the Company
                immediately prior to the Business Combination continue to own,
                directly or


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               indirectly, more than sixty percent (60%) of the combined voting
               power of the then outstanding voting securities 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 Company, or all or
               substantially all of the Company'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 Company immediately prior to such Business
               Combination, (II) no person (excluding any entity resulting from
               such Business Combination or any employee benefit plan (or
               related trust) of the Company 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 (III) 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

         (4)   Approval by the stockholders of the Company of a complete
               liquidation or dissolution of the Company.

         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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