DEFERRED FEE PLAN FOR DIRECTORS
SECTION 1. PURPOSE. The purpose of the Household International Deferred Fee Plan (the "Plan") is to
provide non-management directors (the "Directors") of Household International, Inc. (the "Company") the
opportunity to defer receipt of cash compensation paid by the Company to such person in their role as a
Director. The Plan is designed to aid the Company in attracting and retaining as members of its Board of
Directors persons whose abilities, experience and judgment can contribute to the well-being of the Company.
SECTION 2. EFFECTIVE DATE. The effective date of this Plan is January 10, 1995. The Plan was
subsequently amended on September 8, 1997.
SECTION 3. ELIGIBILITY. Any Director of the Company who is not deemed to be an employee of the
Company or any subsidiary thereof is eligible to participate in the Plan.
SECTION 4. DEFERRED COMPENSATION ACCOUNT. Except as may be required in accordance with
Section 11 hereof, an unfunded deferred compensation account (the "Account") shall be established for each
Director who elects to participate in the Plan.
SECTION 5. AMOUNT OF DEFERRAL. A participant may elect to defer receipt of all or a specified part of
the compensation payable to the participant for serving on the Board of Directors or committees of the Board of
Directors of the Company or any of its subsidiaries. An amount equal to the compensation deferred, as reflected
in the election referred to in Section 6 hereof, will be credited to the participant's Account, in the form of cash
(the "Cash Component") or phantom Company Common Stock units (the "Stock Component"), on the date such
compensation would otherwise be initially payable.
SECTION 6. TIME OF ELECTION OF DEFERRAL. Except as set forth herein, an election to defer
compensation shall be made on an annual basis on or before December 15th of each year on forms approved for
that purpose and shall be effective when filed with the Secretary of the Company with