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 David A. Schoenholz (hereinafter called
WHEREAS, the Executive is currently employed by the Corporation under an employment agreement dated
January 1, 1999, and
WHEREAS, the Corporation desires to continue to employ the Executive as its Vice Chairman-Chief Financial
Officer, and the Executive desires to continue in such employment, on amended and restated terms and
NOW, THEREFORE, the Corporation and the Executive, each intending to be legally bound, hereby mutually
covenant and agree as follows:
1. Employment and Term.
(a) Employment. The Corporation shall continue to employ the Executive as the Vice Chairman-Chief Financial
Officer of the Corporation, and the Executive shall so serve, for the term set forth in Paragraph 1(b).
(b) Term. The initial term of the Executive's employment under this Agreement shall commence as of March 1,
2002 (the "Effective Date") and end on August 31, 2003, subject to the extension of such term as hereinafter
provided and subject to earlier termination as provided in Paragraph 7, below. Beginning on March 1, 2002, the
term of this Agreement shall be extended automatically for one (1) additional day for each day which has then
elapsed since March 1, 2002, unless, at any time after March 1, 2002, either the Board of Directors of the
Corporation (the "Board"), on behalf of the Corporation, or the Executive gives written notice to the other that
such automatic extension of the term of this Agreement shall cease. Any such notice shall be effective immediately
upon delivery. The initial term of this Agreement, plus any extension by operation of this Paragraph 1, shall be
hereinafter referred to as the "Term."
2. Duties. During the period of employment as provided in Paragraph 1(b) hereof, the Executive shall serve as