Exhibit 10.5
HOUSEHOLD INTERNATIONAL
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
(as amended December 1, 1998)
1. Purpose
The purpose of the Household International 1996 Long-Term Executive Incentive Compensation Plan (the
"Plan") is to further the long-term growth of Household International, Inc. and its subsidiaries ("Household") by
strengthening the ability of Household to attract and retain employees of outstanding ability, to provide an
effective means for employees to acquire and maintain ownership of Household Common Stock, to motivate
such employees to achieve long-range performance goals and objectives, and to provide incentive compensation
opportunities competitive with those of other major corporations. Household senior executives, in particular, are
charged with enhancing shareholder value and except under extraordinary circumstances, will only receive
options under this Plan. The options, if granted, to Household senior executives will comprise a significant portion
of their total annual compensation. In addition, the Plan provides for the issuance of options to purchase
Household Common Stock to non-employee Directors of Household in order to facilitate ownership of
Household Common Stock by Directors and to more fully align the interests of Household's Directors with that of
its Common stockholders.
2. Administration
The Plan shall be administered by the Compensation Committee of Household's Board of Directors (the
"Committee"), a committee of the Board appointed from time to time by the Board consisting solely of two or
more non-employee directors, each of whom shall be an "outside director" as defined in Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder and a "disinterested
person" as defined in Rule 16b-3 under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange
Act"). The Committee shall have such powers to administer the Plan as are delegated to it by the Plan and the
Board of Dire