HOUSEHOLD INTERNATIONAL INC
EXHIBIT 10-3 LONG TERM INCENTIVE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>hiexhibit10-3.txt
<DESCRIPTION>EXHIBIT 10-3 LONG TERM INCENTIVE
<TEXT>
                             HOUSEHOLD INTERNATIONAL
                 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                           (as amended March 12, 2002)



1.       Purpose

         The purpose of the Household International Long-Term Executive
Incentive Compensation Plan (the "Plan") is to further the long-term growth of
Household International Inc. ("Household") and its subsidiaries by strengthening
the ability of Household to attract and retain key employees and to provide
additional motivation and incentives for the performance of key employees.

2.       Administration

         The Plan shall be administered by the Compensation Committee of
Household's Board of Directors (the "Committee"). The Committee shall have such
powers to administer the Plan as are delegated to it by the Plan and the Board
of Directors, including the power to interpret the Plan and any agreements
executed thereunder, to prescribe rules and regulations relating to the Plan, to
determine the terms, restrictions, and provisions of any agreement relating to
awards granted pursuant to the Plan, and to make all other determinations
necessary or advisable for administering the Plan. No member of the Committee
shall be eligible to receive any awards under the Plan while a member of the
Committee or at any time within one year prior to becoming a member of the
Committee.

3.       Grant of Awards; Shares Subject to Plan

         (a) The Committee may grant any type of award permitted under the terms
of the Plan (all such awards in the aggregate being hereinafter referred to as
"Awards"). Only employees of Household and its subsidiaries may be selected by
the Committee for Awards under the Plan.

         (b) The maximum number of shares of Common Stock of Household that may
be issued under the Plan is 6,017,884 (adjusted to reflect the 2-for-l Common
Stock split effected on October 15, 1993), all of which shares may be made
subject to Options. The Stock issued pursuant to the Plan may consist of
authorized and unissued shares of Household's Common Stock, Common Stock held in
Household's treasury or Common Stock purchased on the open market. If any Award
granted under the Plan shall terminate or lapse for any reason, any shares of
Common Stock subject to such Award shall again be available for the grant of an
Award.

         (c) In the event of corporate changes affecting Household's Common
Stock or this Plan or Awards granted thereunder (including, without limiting the
generality of the foregoing, stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, or other relevant changes in
capitalization), the Board of Directors or the Committee shall make appropriate
adjustments in price, number and kind of shares of Common Stock or other
consideration subject to such Awards or in the terms of such Awards, which it
deems equitable to prevent dilution or enlargement of rights under the Awards.
In addition, the Board of Directors or the Committee may from time to time
equitably change the aggregate number or remaining number or kind of shares
which may be issued under the Plan to reflect any such corporate changes.

         (d) The Committee may, in its discretion and subject to such rules as
it may adopt, permit an employee to satisfy, in whole or in part, withholding
tax obligations incurred in connection with Awards: 1) by electing to have
Household withhold shares of Household Common Stock (otherwise deliverable to
the employee in connection with an Award) in payment for such withholding tax
obligation or 2) by delivering shares of Household Common Stock owned by such
employee in payment for such withholding tax obligation.

4.       Options

         (a) The Committee may grant any type of statutory or non-statutory
Option to purchase shares of Household Common Stock as is permitted by law at
the time the Option is granted. The term of the initial grant of each Option
shall not be more than ten years and one day from the date of grant and may be
exercised at the rate set by the Committee or as stated herein; provided,
however, that no Option shall be exercised less than one year from the date of
grant, except as provided herein. The Committee may, in its discretion, extend
the expiration date of certain Options, other than Options which are intended to
qualify as Incentive Stock Options ("ISO") pursuant to Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code"), provided no expiration
date of any Option may exceed 15 years from the date of the grant of that
Option.

         (b) The per share purchase price of Household Common Stock which may be
acquired pursuant to an Option shall be at least 100% of the fair market value
of one share of Common Stock of Household on the date on which the Option is
granted. Within this limitation such price shall be determined by the Committee.

         (c) Payment for shares purchased upon the exercise of an Option shall
be made in cash or, in the discretion of the Committee, in shares of Common
Stock of Household valued at the then fair market value of such shares or by a
combination of cash and shares of Common Stock.

         (d) Each Option granted by the Committee which is intended to qualify
as an ISO pursuant to the Code shall comply with the applicable provisions of
the Code pertaining to ISOs. The aggregate fair market value (determined as of
the time the ISO is granted) of Household Common Stock for which an employee may
be granted an ISO in any calendar year (under all plans of Household and
subsidiaries) shall not exceed $100,000 plus any unused "limit carryover" for
such year, as determined in accordance with Section 422A of the Code.

         (e) The Committee may, in its discretion and subject to such rules as
it may adopt, authorize an extension of credit from Household to an employee
holding an Award granted under this Plan (including an employee who is an
officer or director of Household) to assist the employee in settling withholding
tax obligations on Awards. Household may extend or guarantee loans under this
provision. Except for existing variable rate loans referred to below, loans will
not be made under this provision to assist the employee in paying the exercise
price for stock options. Loans extended under the Plan will bear interest,
compounded semiannually, at the applicable rate in effect under Section 1274(d)
of the Internal Revenue Code (the "Applicable Federal Rate") on the day the loan
is made. The Committee may, in its discretion, permit employees with existing
variable rate loans made under the Plan, to convert said loans to fixed rate
loans which will bear interest, compounded semiannually, at the Applicable
Federal Rate in effect on the day the loan is converted; provided, however, that
the fixed interest rate will not be set below the rate required to avoid
creation of cancellation of indebtedness income for Federal income tax purposes.
Payment terms will be established by the Committee and may or may not require
periodic payments of interest and/or principal. The term of loans will be
established by the Committee, as well as provisions governing the acceleration
of maturity upon termination of employment or default. Loans financed or
guaranteed by Household will be secured by retention of the issued stock
certificates by Household and execution of an agreement with respect to such
shares. To the extent necessary to satisfy the provisions of Regulation G or
another similar regulatory restriction, other security may be required by the
Committee.

5.       Stock Appreciation Rights

         (a) The Committee may grant Stock Appreciation Rights ("SARs") in
tandem with the grant of an Option under the Plan or with respect to a
previously granted Option under the Plan, except that the Committee may grant
SARs in connection with an Option which is an ISO only to the extent that such
grant is consistent with the treatment of the Option as an ISO. In either case
the number of shares in respect of which SARs are granted by the Committee shall
not be greater than the number of shares subject to the related Option. In
exchange for the surrender in whole or in part of the right to exercise the
related Option, such SAR shall entitle the employee to payment of an amount
equal to the appreciation in value of the surrendered Options (the excess of the
fair market value of such Stock subject to Options at the time of surrender over
their aggregate option price). An SAR granted pursuant to this subsection (a)
shall be exercisable to the extent and only to the extent that the related
Option is exercisable, but if an SAR is granted with respect to a
previously-granted Option, the SAR will not be exercisable for a period of
twelve months from the date of grant of such SAR, except as provided herein. No
such SAR shall be exercisable except upon surrender of the related Option, and
to the extent such Option is surrendered, the shares covered by such Option
shall again be available for purposes of the Plan to the extent that payment of
such SAR is not made in shares of Stock of Household. The exercise of any Option
shall result in the cancellation of any related SAR. An SAR issued in tandem
with an ISO may be exercised only when the market price of the Stock subject to
the ISO exceeds the exercise price of the ISO.

         (b) The Committee may also grant units of SARs on a stand-alone basis
which are not issued in tandem with Options. The term of each such SAR shall not
be more than ten years from the date of grant and may be exercised at the rate
set by the Committee or as stated herein; provided, however, that no such SAR
shall be exercised less than one year from the date of grant, except as provided
herein. The "base price" of each unit of a "stand-alone" SAR shall be at least
100% of the fair market value of one share of Common Stock of Household on the
date on which such SAR is granted. Within this limitation the base price shall
be determined by the Committee. Each unit of a "stand-alone" SAR entitles the
holder, upon exercise, to payment of an amount equal to the difference between
the base price of such SAR unit and the fair market value on the date of
exercise of a share of Common Stock of Household.

         (c) At the discretion of the Committee, payment for SARs may be made in
cash, in shares of Common Stock of Household valued at their fair market value
as of the date of exercise of the SAR, or partly in cash and partly in shares of
Common Stock of Household.

         (d)      The Committee may establish a maximum appreciation value
payable under an SAR.

6.       Transfer of Options and Stock Appreciation Rights;
         Exercise of Options and Stock Appreciation Rights Following
         Termination of Employment

         (a) Options and SARs may not be transferred except by will or the laws
of descent and distribution and during the lifetime of the holder may be
exercised only by him. Subject to Section 6(b) hereof, if the holder of an
Option or SAR shall cease to be an employee of Household or a subsidiary, and
unless otherwise provided by the Committee, all rights under such Option or SAR
shall immediately terminate, except:

                  (i) in the event of termination of employment of a holder who
         is retirement-eligible under the terms of a pension plan of Household
         or a subsidiary, the Option or SAR may be exercised within five (5)
         years of the date of termination of employment.

                  (ii) in the event of termination of employment due to
         permanent and total disability of a holder who is not
         retirement-eligible under the terms of a pension plan of Household or a
         subsidiary, the Option or SAR may be exercised within twelve (12)
         months following the date of such termination of employment.

                  (iii) in the event of death during employment, the Option or
         SAR may be exercised by the executor, administrator, or other personal
         representative of the holder within five (5) years succeeding death if
         such holder was retirement-eligible under the terms of a pension plan
         of Household or a subsidiary, or twelve (12) months if such holder was
         not retirement-eligible under the terms of a pension plan of Household
         or a subsidiary.

                  (iv) in the event of termination of employment other than as
         set forth in subsections (i), (ii) or (iii) above, the Option or SAR
         may be exercised within three (3) months following the date of
         termination, except for termination for cause.

                  (v) in the event of death of a holder of an Option or SAR
         following termination of employment, the Option or SAR may be exercised
         by the executor, administrator, or other personal representative of the
         holder, notwithstanding the time period specified in (i), (ii), (iii)
         or (iv) above, within a) twelve (12) months following death or b) the
         remainder of the period in which the holder was entitled to exercise
         the Option or SAR, whichever period is longer.

         If, prior to a Change in Control, the Committee determines that the
termination is for cause, the Option or SAR will not under any circumstances be
exercisable following termination of employment.

         (b) Notwithstanding anything in the Plan or an Award agreement to the
contrary, (i) if a holder's employment is terminated for any reason (including
for cause), following a Change in Control, each option held by such holder as of
the date of such Change in Control that was granted under the Plan prior to the
date of such Change in Control may be exercised until the expiration of the
original full term of the option, and (ii) if a holder's employment is
terminated under the circumstances described in Section 10(b) hereof, each
option held by such holder as of the date of any such termination that was
granted under the Plan following the date of such Change in Control may be
exercised until the expiration of the original full term of the option.

         (c) An Option or SAR may not be exercised pursuant to this Section 6
after the expiration of the term of such Option or SAR and may be exercised only
to the extent that the holder was entitled to exercise such Option or SAR on the
date of termination of employment.

7.       Performance Unit Awards and Performance Share Awards

         (a) The Committee may grant Performance Unit Awards and Performance
Share Awards pursuant to this Section 7. The Committee shall establish, with
respect to and at the time of grant of each Performance Unit Award or
Performance Share Award, a performance period over which the performance of the
holder of a Performance Unit Award or Performance Share Award shall be measured.
The Committee shall also establish performance levels but subject to such later
revisions as the Committee, in its sole judgment, shall deem appropriate to
reflect significant, unforeseen events or changes. The Committee in its
discretion may also grant Performance Unit Awards and Performance Share Awards
to employees following the start of any performance period and may also grant
additional Performance Unit Awards and Performance Share Awards to participants
after the start of any performance period.

         (b) Each Performance Unit shall have an initial value of $100 per unit.
Each Performance Share shall initially represent one share of Household Common
Stock with a value equal to the fair market value of one share of Household
Common Stock on the date of grant of the Performance Share Award. As determined
by the Committee, the value of Performance Units and the number of shares of
Household Common Stock represented by Performance Shares may increase or
decrease depending upon the extent to which the performance targets set by the
Committee in respect of the holder of the Performance Unit Award or Performance
Share Award are achieved.

         (c) The holder of a Performance Unit Award shall be entitled to receive
payment of an amount equal to the value of the Performance Unit Award, based on
the achievement of the performance targets for such performance period, as
determined by the Committee at the time of settlement of the Performance Unit
Award, except that no more than 50% of the Performance Unit Award may be paid in
Household Common Stock.

         (d) The holder of a Performance Share Award shall be entitled to
receive a number of shares of Household Common Stock represented by the
Performance Share Award, based on the performance targets for such performance
period, as determined by the Committee. At the discretion of the Committee,
payment for Performance Share Awards may be made in whole or in part in cash, in
which case Household shall pay an amount equal to the fair market value of a
share of Household Common Stock on the date of settlement for each share of
Household Common Stock that would otherwise be delivered to the holder of the
Performance Share Award.

         (e) Payment shall be made in a lump sum or in installments as
prescribed by the Committee. If any payment in Household Common Stock is to be
made on a deferred basis, the recipient may be entitled, in the discretion of
and on terms and conditions established by the Committee, to receive a payment
or credit equivalent to any dividend payable with respect to the number of
shares of Common Stock which, as of the record date for the dividend, had been
awarded or made payable to the recipient but not delivered. If a payment in cash
is to be made on a deferred basis, the recipient may be entitled, in the
discretion of and on terms and conditions established by the Committee, to be
paid interest on the unpaid amount.

         (f) In the event of death, permanent and total disability, or
retirement under the terms of a pension plan of Household or a subsidiary and,
unless the Committee in its sole discretion adopts a contrary rule, the holder
of a Performance Unit Award or Performance Share Award shall receive payment of
such Award prorated on the number of elapsed months in the performance period
but based on the extent to which performance targets are achieved for the full
performance period. Such Performance Unit Award or Performance Share Award shall
be payable at the time of payment of all other Performance Unit Awards or
Performance Share Awards granted for the same performance period. Subject to
Section 10(b), a holder of a Performance Unit Award or Performance Share Award
whose employment terminates for reasons other than those listed in this
paragraph will forfeit his rights to any outstanding Performance Unit Award or
Performance Share Award. Such forfeiture may be waived in whole or in part by
the Committee, in its sole discretion.

         (g) The Committee may grant Performance Unit Awards or Performance
Share Awards in tandem with SARs and Options (including ISOs if such grant is
consistent with the treatment of the Option as an ISO). However, to the extent
of an exercise or payout of any such Performance Unit Award, Performance Share
Award, Option, and/or SAR granted in tandem, the exercise or payout of any unit
of such tandem Award shall automatically cancel the corresponding units of such
Award. Awards granted to the same individual, whether or not on the same day,
will not be considered to be issued in tandem pursuant to this Section unless
the Committee designates such Awards as tandem Awards.


8.       Restricted Stock Rights

         (a) The Committee from time to time may grant Restricted Stock Rights
("RSRs") to any employee selected by the Committee, which would entitle such
employee to receive a stated number of shares of Common Stock of Household,
subject to forfeiture of such RSRs if such employee failed to remain
continuously an employee of Household or any subsidiary for the period
stipulated by the Committee (the "Restricted Period").

         (b)      RSRs shall be subject to the following restrictions and
                  limitations:

                  (i) The RSRs may not be transferred except by will or the
         laws of descent and distribution;

                  (ii) Except as otherwise provided in Paragraphs (d) and (e) of
         this Section 8, the RSRs and the shares subject to such RSRs shall be
         forfeited and all rights of a grantee of such RSRs and shares shall
         terminate without any payment of consideration by Household if the
         employee fails to remain continuously as an employee of Household or
         any subsidiary for the Restricted Period. A grantee shall not be deemed
         to have terminated his period of continuous employment with Household
         or any subsidiary if he leaves the employ of Household or any
         subsidiary for immediate reemployment with Household or any subsidiary.

         (c) The holder of RSRs shall not be entitled to any of the rights of a
holder of the Common Stock with respect to the shares subject to such RSRs prior
to the issuance of such shares pursuant to the Plan. At the Committee's
discretion, during the Restricted Period, for each share subject to an RSR,
Household will pay the holder an amount in cash equal to the cash dividend
declared on a share of Common Stock of Household during the Restricted Period on
or about the date Household pays such dividend to its stockholders of record.

         (d) The Committee in its sole discretion may accelerate the payment of
Household Common Stock under RSRs prior to the termination of the Restricted
Period if the holder of the RSR has achieved certain performance levels
established by the Committee at the time an RSR is granted. The Committee in its
sole judgment may revise such performance levels as it deems appropriate to
reflect significant, unforeseen events or changes.

         (e) In the event that the employment of a holder terminates by reason
of death or permanent and total disability, such holder shall be entitled to
receive the number of shares subject to the RSR multiplied by a fraction (x) the
numerator of which shall be the number of full months between the date of grant
of such RSR and the date of such termination of employment, and (y) the
denominator of which shall be the number of full months in the Restricted
Period; provided, however, that any fractional share shall not be awarded.
Subject to Section 10(b), a holder of an RSR whose employment terminates for
reasons other than those listed in this paragraph will forfeit his rights under
any outstanding RSRs. This automatic forfeiture may be waived in whole or in
part by the Committee in its sole discretion.

         (f) When a grantee shall be entitled to receive shares pursuant to an
RSR, Household shall issue the appropriate number of shares registered in the
name of the grantee.

9.       Amendment and Termination of the Plan

         The Board of Directors or the Committee may amend the Plan or any Award
granted thereunder at any time, except as provided in Section 10(d) and that the
Board of Directors or the Committee may not, without shareholder approval, and
except as permitted by Section 3(c), increase the number of shares of Common
Stock of Household which may be issued pursuant to the Plan, change the purchase
price of an Option or base price of a "stand-alone" SAR, or make any other
amendment to the Plan which is required by law to be approved by the
shareholders of Household. The Board of Directors may terminate the Plan at any
time except as provided in Section 10(d), but such termination shall not affect
Awards previously granted under the Plan.

10.      Change in Control

         (a) In order to protect employees of Household and its subsidiaries who
have been granted Awards, if a "Change in Control" occurs, then the Committee,
in its sole discretion, may:

                  (i) accelerate the time periods for exercising or realizing
         any Awards, notwithstanding any minimum holding periods set forth in
         the Plan or established by the Committee at the time of the grant of
         the Award;

                  (ii) provide for the purchase by Household of any Awards in
         cash equal to the amount that could have been received upon the
         exercise or realization of such Awards had the Awards been currently
         exercisable or payable on the day before said cash payment is made;

                  (iii) make such adjustments, including the granting of
         additional Awards, to any outstanding Award as the Committee deems
         appropriate to reflect the Change in Control; and

                  (iv) cause outstanding Awards to be assumed, or new rights
         substituted therefor, by any corporation that is the successor to
         Household.

         (b) Any employee whose position with Household or any of its
subsidiaries is "materially changed" (as defined below) or is terminated without
"cause" (as defined below), within twenty-four (24) months after a Change in
Control, shall be deemed to be involuntary terminated from Household and its
subsidiaries. In the event of an employee's termination as described in this
Section 10(b), notwithstanding anything to the contrary contained in the Plan or
any Award agreement, such employee shall become fully vested in such Awards and
shall be entitled to exercise or receive the payment of all Awards granted under
the Plan following the date of such Change in Control that were outstanding
immediately prior to the event causing such termination without any action by
the Committee or Board of Directors. In addition, upon a termination of
employment described in this Section 10(b), any minimum holding period set forth
in the Plan or an Award agreement shall be deemed immediately satisfied.

         (c)      For purposes of this Section and to determine the rights of
any employee who has an outstanding Award, the term:

         (i)      "Change in Control" means:

                           (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 Household or any
                                    subsidiary of Household, or any employee
                                    benefit plan of Household, or any
                                    subsidiary of Household, or any person or
                                    entity organized, appointed or established
                                    by Household for or pursuant to the terms
                                    of such plan which acquires beneficial
                                    ownership of voting securities of Household,
                                    is or becomes the "beneficial owner" (as
                                    defined in Rule 13d-3 under the Exchange
                                    Act) directly or indirectly of securities of
                                    Household representing twenty percent (20%)
                                    or more of the combined voting power of
                                    Household'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
                                    Household by Household 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 Household's then outstanding
                                    securities, but any subsequent increase in
                                    the direct or indirect beneficial ownership
                                    interest of such person in Household shall
                                    be deemed a Change in Control; and
                                    provided further that if the Board of
                                    Directors of Household determines in good
                                    faith that a person who has become the
                                    beneficial owner directly or indirectly of
                                    securities of Household representing twenty
                                    percent (20%) or more of the combined voting
                                    power of Household'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 Household
                                    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 Household'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
                                    November 9, 1998) individuals who at the
                                    beginning of such two-year period constitute
                                    the Board of Directors of Household and any
                                    new director or directors (except for any
                                    director designated by a person who has
                                    entered into an agreement with Household to
                                    effect a transaction described in
                                    subparagraph (1), above, or subparagraph
                                    (3), below) whose election by the Board or
                                    nomination for election by Household'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 Household or all or
                                    substantially all of Household's assets, (y)
                                    a plan of merger or consolidation of
                                    Household with any other corporation, or (z)
                                    a similar transaction or series of
                                    transactions involving Household (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
                                    Household 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 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
                                    Household, or all or substantially all of
                                    Household'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 Household 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 Household
                                    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;

                           (4)      approval by the stockholders of Household of
                                    a complete liquidation or dissolution of
                                    Household;

                           (5)      a tender offer is made for thirty percent
                                    (30%) or more of the common stock of
                                    Household, which tender offer has not been
                                    approved by the Board of Directors of
                                    Household; or

                           (6)      a solicitation subject to Rule 14a-11 under
                                    the Exchange Act (or any successor Rule)
                                    relating to the election or removal of 50%
                                    or more of the members of the Incumbent
                                    Board is made by any person other than
                                    Household.

         (ii)     "Materially changed" means the occurrence of one or more of
                  the following events:

                           (1)      the termination of the employee, without
                                    cause (as defined below), and other than by
                                    reason of death, permanent and total
                                    disability or retirement under the terms of
                                    a pension plan of Household or any
                                    subsidiary, or termination by the employee
                                    within the special 60-day window period
                                    which begins 6 months after a Change in
                                    Control as provided in the employee's
                                    employment agreement;

                           (2)      the employee was assigned to a position of
                                    lesser rank or status;

                           (3)      the employee's annual target bonus or
                                    targeted performance unit awards were
                                    reduced and compensation equivalent in
                                    aggregate value was not substituted;

                           (4)      the employee's annual salary was reduced;

                           (5)      the employee's benefits under the Household
                                    Retirement Income Plan or any successor tax
                                    qualified defined benefit plan were reduced
                                    for reasons other than to maintain its tax
                                    qualified status and such reductions were
                                    not supplemented in the Household
                                    Supplemental Retirement Income Plan or any
                                    successor plan ("HSRIP"); or the employee's
                                    benefits under HSRIP, if applicable, were
                                    reduced;

                           (6)      the employee's other benefits or perquisites
                                    were reduced and such reductions were not
                                    uniformly applied with respect to all
                                    similarly situated employees; or

                           (7)      the employee was reassigned to a
                                    geographical area outside of the
                                    metropolitan area in which the employee was
                                    assigned at the time of the Change in
                                    Control.

         (iii) "cause" (1) in the case of an employee who is a party to
                an employment, termination protection or similar
                agreement that defines "cause" (or words of similar
                import), means "cause" (or words of similar import) as
                defined in such agreement, and (2) in the case of any
                other employee, means willful and deliberate misconduct,
                which is detrimental in a significant way to the
                interests of Household or any subsidiary thereof.

         (d) Notwithstanding anything set forth in Section 9 hereof, upon
the occurrence of a Change in Control the Plan may not be amended or
terminated by the Committee, the Board of Directors or the stockholders
of Household.



<PAGE>



         IN WITNESS WHEREOF, Household International, Inc. has caused this Plan
to be amended effective March 12, 2002 and its corporate seal attached hereto by
its duly authorized officers.

                                                HOUSEHOLD INTERNATIONAL, INC.
Dated:  April 8, 2002                           By:   /s/ Colin P. Kelly
                                                -------------------------------
                                                Colin P. Kelly
                                                Executive Vice President-
                                                Administration

ATTEST:



By:  /s/ K. H. Robin
-----------------------------------
         Secretary

</TEXT>
</DOCUMENT>
