DEFERRED PHANTOM STOCK PLAN FOR DIRECTORS
SECTION 1. PURPOSE. The purpose of the Household International Deferred Phantom Stock Plan for
Directors (the "Plan") is to provide non- management directors (the "Directors") of Household International, Inc.
(the "Company") with the opportunity to defer receipt of phantom Company Common Stock units paid by the
Company to Directors. 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
SECTION 2. EFFECTIVE DATE. The effective date of this Plan is July 11, 1995. The Plan was subsequently
amended on January 9, 1996, July 9, 1996, January 14, 1997 and September 8, 1997.
SECTION 3. ELIGIBILITY. Any Director of the Company serving on the Board as of January 14, 1997, who
is not deemed to be an employee of the Company or any subsidiary thereof will participate in the Plan.
SECTION 4. DEFERRED COMPENSATION ACCOUNT. An unfunded deferred compensation account (the
"Account") has been established for each Director.
SECTION 5. TIME OF ELECTION OF DEFERRAL. Except as set forth herein, a Designation of Beneficiary
and Account Distribution Form (the "Forms"), must be filed with the Secretary of the Company.
SECTION 6. HYPOTHETICAL INVESTMENT. During the deferred period, the phantom Company Common
Stock units will be credited on each dividend payment date for the Company's Common Stock with additional
phantom Company Common Stock units determined by dividing the aggregate cash dividend which would have
been paid if the existing phantom Common Stock units 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 or unit of the Company's Common
Stock shall be the average of the high and low sale prices fo