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                                                                    EXHIBIT 10.4
                                                                  EXECUTION COPY

          INDEMNIFICATION AGREEMENT (the "AGREEMENT"), dated November 21, 2002
by and among MBIA INSURANCE CORPORATION ("MBIA"), HOUSEHOLD AUTO RECEIVABLES
CORPORATION (the "SELLER"), HOUSEHOLD FINANCE CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P. MORGAN") (Deutsche Bank, Banc
of America, Banc One, Barclays and J.P. Morgan together, the "UNDERWRITERS" and
individually, an "UNDERWRITER").

          The Seller will sell to the Household Automotive Trust 2002-3 (the
"TRUST") certain assets (the "ASSETS") consisting of a pool of motor vehicle
retail installment sales contracts (the "CONTRACTS"), under the Master Sale and
Servicing Agreement dated as of November 18, 2002 (the "SALE AND SERVICING
AGREEMENT") among the Trust, the Seller, HFC as Master Servicer and U.S. Bank
National Association, as Indenture Trustee, and the Series Supplement dated as
of November 18, 2002, (the "SERIES SUPPLEMENT") among HFC as Master Servicer,
the Trust, the Seller, the Indenture Trustee and Wilmington Trust Company as the
Owner Trustee.

          The Seller has agreed to cause the Trust to sell to the Underwriters
the Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes,
Class A-3-B Notes, Class A-4-A Notes and Class A-4-B Notes (collectively, the
"NOTES").

          In connection with the public offering and sale of the Notes, the
Seller, as registrant on behalf of the Trust, has filed with the Securities and
Exchange Commission (the "COMMISSION") a registration statement on Form S-3
Registration No. 333-100512, for the registration under the Securities Act of
1933, as amended (the "ACT"), of the Notes and will file the prospectus
supplement dated November 21, 2002 with the Commission. The registration
statement including all exhibits and amendments thereto in the form in which it
became effective under the Act on November 15, 2002 (the "EFFECTIVE DATE")
including any documents incorporated by reference therein at such time and all
post-effective amendments thereto on the dates they became effective is referred
to herein as the "REGISTRATION STATEMENT". The prospectus dated November 15,
2002 and the prospectus supplement dated November 21, 2002, in the respective
forms in which they were or will be filed with the Commission pursuant to Rule
424(b)(2) under the Act, each including any documents incorporated by reference
therein, are referred to herein as the "CORE PROSPECTUS" and the "PROSPECTUS
SUPPLEMENT", respectively and collectively, the "PROSPECTUS".

          MBIA is authorized to transact a financial guaranty insurance business
in the State of New York and has agreed to issue to the Indenture Trustee, for
the benefit of the holders of the Notes, the Note Insurance Policy providing
limited indemnity for, among other things, certain shortfalls in required
distributions on the Notes.

          MBIA provided certain information to the Seller for inclusion in the
Prospectus Supplement. Such information is presented or incorporated by
reference into the Prospectus Supplement under the caption "The Note Guaranty
Insurance Policy and the Insurer" in the Prospectus Supplement. Such
information, to the extent included in the Prospectus Supplement or incorporated
by reference therein, is collectively referred to herein as the "MBIA

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INFORMATION". MBIA reviewed the Prospectus Supplement and approved the
presentation of the MBIA Information therein.

          The Underwriters provided the information set forth under the caption
"Underwriting" of the Prospectus Supplement distributed by the Underwriters and
filed as a post-effective amendment to the Registration Statement or the
Prospectus (such information is collectively referred to herein as the
"UNDERWRITER INFORMATION"). The Underwriters have reviewed the Prospectus
Supplement and approved the presentation of the Underwriter Information therein.

          Except as otherwise indicated, capitalized terms used herein but not
otherwise defined shall have the meanings assigned thereto in the Underwriting
Agreement dated November 21, 2002 (the "UNDERWRITING AGREEMENT") among HFC, the
Seller, HAFC, HACC and Deutsche Bank, as representative of the Underwriters.

          For good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

1.   MBIA AGREEMENTS AND REPRESENTATIONS. MBIA agrees and represents as follows:

     (a)  MBIA is a New York company which is licensed, under the laws of the
          State of New York, to write financial guarantee insurance and is
          qualified or licensed to do business in all other jurisdictions in
          which such qualification or licensing is necessary.

     (b)  MBIA has the corporate power and authority to execute and deliver this
          Agreement and to perform all its obligations hereunder.

     (c)  The execution, delivery and performance of this Agreement has been
          duly authorized by all necessary action (corporate and other).

     (d)  The MBIA Information in the Prospectus Supplement on the date thereof
          did not contain any untrue statement of a material fact or omit to
          state a material fact necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading.

     (e)  The Note Insurance Policy and any amendments thereto will be filed
          with the Superintendent of the New York State Insurance Department
          within 30 days of their issuance, if not previously so filed.

2.   UNDERWRITERS' AGREEMENT. Each Underwriter individually agrees and
     represents with respect to the offering of the Notes, that it has not and
     will not use any prospectus containing information relating to MBIA (other
     than Prospectus Supplement and any further supplement thereto) unless such
     information relating to MBIA has been furnished by MBIA for inclusion
     therein and has been approved by MBIA in writing, such approval not to be
     unreasonably withheld.

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3.   SELLER'S AND HFC'S REPRESENTATIONS AND WARRANTIES. Each of the Seller and
     HFC, represents and warrants the following:

     (a)  All authorizations, licenses, permits, certificates, franchises,
          consents, approvals and undertakings which are required to be obtained
          by it under any applicable law which are material to (i) the conduct
          of its business, (ii) the ownership, use, operation or maintenance of
          its properties and (iii) the execution, delivery and performance by
          HFC and the Seller of its obligations to MBIA under or in connection
          with this Agreement have been received to the extent required for the
          execution and delivery and performance by it of this Agreement, and
          all such authorizations, licenses, permits, certificates, franchises,
          consents, approvals and undertakings are in full force and effect.

     (b)  The execution and delivery of this Agreement by it, as Seller and in
          the case of HFC, individually and as Servicer, and the consummation of
          the transactions contemplated hereby and by the Underwriting Agreement
          were not, and will not be, made (i) in contemplation of its
          insolvency, (ii) with the intent to hinder, delay or defraud any of
          its creditors, any federal banking agency or any other person or
          entity, (iii) after the commission by it of any act of insolvency or
          (iv) without fair consideration. It is not possessed of assets or
          capital unreasonably small in value in relation to its business, and
          its remaining assets or capital will not be unreasonably small in
          value in relation to its business after giving effect to its transfer
          of the Trust Property to the Trust and the consummation of the other
          transactions contemplated by the Sale and Servicing Agreement and the
          Series Supplement. It is not insolvent as at the date hereof, and will
          not be rendered insolvent by virtue of, this Agreement. By
          consummating the transactions contemplated by this Agreement, it does
          not intend to, or believe that it will, incur debts beyond its ability
          to pay such debts as they become due.

     (c)  The Registration Statement has been prepared by the Seller in
          conformity with the requirements of the Act and the rules and
          regulations of the Commission thereunder, has been filed with the
          Commission, and has become effective under the Act on the Effective
          Date and the Core Prospectus and the Prospectus Supplement have been
          filed with the Commission. The Registration Statement, the Core
          Prospectus and the Prospectus Supplement conform, and any further
          amendments or supplements to the Registration Statement and the Core
          Prospectus and the Prospectus Supplement will on the date they are
          filed with the Commission, conform with the requirements of the Act
          and the rules and regulations of the Commission thereunder.

     (d)  Except for the MBIA Information and the Underwriter Information (as
          defined herein), (i) the Registration Statement on the Effective Date
          neither contained any untrue statement of a material fact nor omitted
          to state a material fact required to be stated therein or necessary to
          make the statements therein not misleading and (ii) neither the Core
          Prospectus nor the Prospectus Supplement on the respective dates
          thereof contained any untrue statement of a material fact or omitted
          to state

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          a material fact necessary to make the statements therein, in the light
          of the circumstances under which they were made, not misleading.

4.   INDEMNIFICATION AND CONTRIBUTION.

     (a)  MBIA agrees to indemnify and hold harmless the Seller and each of the
          Underwriters against any and all losses, claims, damages or
          liabilities, joint or several, to which they or any of them may become
          subject under the Act, the Securities Exchange Act of 1934, as amended
          (the "EXCHANGE ACT"), any other Federal or state statutory law or
          regulation, at common law or otherwise, as incurred, insofar as such
          losses, claims, damages or liabilities (or actions in respect thereof)
          arise out of or are based upon any untrue statement or alleged untrue
          statement of a material fact contained in the MBIA Information
          included in the Prospectus Supplement, or, to the extent approved by
          MBIA in writing, in any amendment or supplement to the Prospectus
          Supplement, or arise out of or are based upon the omission or alleged
          omission to state therein a material fact necessary to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, and agrees to reimburse each such
          indemnified party, for any legal or other expenses reasonably incurred
          by it, as incurred, in connection with investigating or defending of
          any such loss, claim, damage, liability or action. This
          indemnification agreement will be in addition to any liability which
          MBIA may otherwise have.

     (b)  Each Underwriter, severally and not jointly, agrees to indemnify and
          hold harmless MBIA against any and all losses, claims, damages or
          liabilities, joint or several, to which it may become subject under
          the Act, the Exchange Act, any other Federal or state statutory law or
          regulation, at common law or otherwise, as incurred, insofar as such
          losses, claims, damages or liabilities (or actions in respect thereof)
          arise out of or are based upon any untrue statement or alleged untrue
          statement of a material fact contained in the Underwriter Information
          included in the Prospectus Supplement or arise out of or are based
          upon the omission or alleged omission to state a material fact
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading, and agrees
          to reimburse MBIA for any legal or other expenses reasonably incurred
          by it, as incurred, in connection with investigating or defending of
          any such loss, claim, damage, liability or action. This
          indemnification agreement will be in addition to any liability which
          any Underwriter may otherwise have.

     (c)  HFC agrees to indemnify and hold harmless MBIA against any and all
          losses, claims, damages or liabilities, joint or several, to which
          MBIA may become subject under the Act, the Exchange Act, any other
          Federal or state statutory law or regulation, at common law or
          otherwise, as incurred, insofar as such losses, claims, damages or
          liabilities (or actions in respect thereof) arise out of or are based
          upon any untrue statement or alleged untrue statement of a material
          fact contained in the Registration Statement on the date the most
          recent amendment thereof was declared effective, or arise out of or
          are based upon the omission or

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          alleged omission to state a material fact required to be stated
          therein or necessary to make the statements therein, not misleading,
          or arise out of or are based upon any untrue statement or alleged
          untrue statement of a material fact contained in the Core Prospectus
          or the Prospectus Supplement, or in any further supplement thereto or
          in the Term Sheets dated November 18, 2002 or November 21, 2002 or
          arise out of or are based upon the omission or alleged omission to
          state therein a material fact necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, and agrees to reimburse MBIA for any legal or other
          expenses reasonably incurred by it, as incurred, in connection with
          investigating or defending of any such loss, claim, damage, liability
          or action; PROVIDED, HOWEVER, that HFC will not be liable in any such
          case to the extent that any such loss, claim, damage or liability
          arises out of or is based upon an untrue statement or alleged untrue
          statement in or omission or alleged omission from any of the
          Registration Statement, the Core Prospectus or the Prospectus
          Supplement in reliance on and in conformity with the MBIA Information
          or the Underwriter Information. This indemnification agreement will be
          in addition to any liability which HFC may otherwise have.

     (d)  Promptly after receipt by an indemnified party under this Section 4 of
          notice of the commencement of any action, such indemnified party will,
          if a claim in respect thereof is to be made against an indemnifying
          party under this Section 4, notify the indemnifying party in writing
          of the commencement thereof; but the failure so to notify the
          indemnifying party will not relieve it from any liability which it may
          have to any indemnified party except to the extent the indemnifying
          party is prejudiced thereby. In case any such action is brought
          against any indemnified party, and it notifies the indemnifying party
          of the commencement thereof, the indemnifying party will be entitled,
          at its own expense, to participate therein and, to the extent that it
          may wish, jointly with any other indemnifying party similarly
          notified, to assume the defense thereof, with counsel satisfactory to
          such indemnified party (who shall not, except with the consent of the
          indemnified party, be counsel to the indemnifying party) and after
          notice from the indemnifying party to such indemnified party to assume
          the defense thereof, the indemnifying party will not be liable to such
          indemnified party under this Section 4 for any legal or other expenses
          subsequently incurred by such indemnified party in connection with the
          defense of any such action other than reasonable costs of
          investigation unless, (i) the defendants in any such action include
          both the indemnified party and the indemnifying party, and the
          indemnified party shall have reasonably concluded that there may be
          legal defenses available to it that are different from or additional
          to those available to the indemnifying party, or one or more
          indemnified parties, in which event the indemnified party shall have
          the right to select separate counsel (in addition to any local
          counsel) to assert such legal defenses and to otherwise participate in
          the defense of such action on behalf and under the control of the
          indemnified party, (ii) the indemnifying party shall not have employed
          counsel reasonably satisfactory to the indemnified party to represent
          the indemnified party within a reasonable time after notice of
          commencement of the action, or (iii) the indemnifying party has
          authorized the employment of counsel for the indemnified party at the
          expense of the

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          indemnifying party; then, in any such event, the indemnifying party
          shall be liable to such indemnified party under this Section 4 for any
          reasonable legal and other expenses subsequently incurred by such
          indemnified party in connection with the defense of any such action
          including, without limitation, the reasonable costs of investigation.
          No indemnifying party shall, without the prior written consent of each
          indemnified party, effect any settlement of any pending or threatened
          proceeding in respect of which any indemnified party is or could have
          been a party and indemnity could have been sought hereunder by such
          indemnified party, unless such settlement includes an unconditional
          release of such indemnified party from all liability on claims that
          are the subject matter of such proceeding or threatened proceeding.

     (e)  If the indemnification provided for in this Section 4 is unavailable
          or insufficient to hold harmless an indemnified party under
          subsections (a), (b) or (c) above, then each indemnifying party shall
          contribute to the amount paid or payable by such indemnified party as
          a result of the losses, claims, damages or liabilities referred to in
          subsection (a), (b) or (c) above (i) in such proportion as is
          appropriate to reflect the relative benefits received by the Seller
          (in the case of HFC as indemnifying party), MBIA and the Underwriters
          from the offering and sale of the Notes or (ii) if the allocation
          provided by clause (i) above is not permitted by applicable law, in
          such proportion as is appropriate to reflect not only the relative
          benefits referred to in clause (i) above but also the relative fault
          of the Seller (in the case of HFC as indemnifying party), MBIA and the
          Underwriters in connection with the statements or omissions which
          resulted in such losses, claims, damages, liabilities, or actions in
          respect thereof as well as any other relevant equitable
          considerations. The relative benefits received by the Seller (in the
          case of HFC as indemnifying party), MBIA and the Underwriters shall be
          deemed to be in the same proportion as (i) the total public offering
          price (net of total underwriting discounts and before deducting
          expenses) received by the Seller (in the case of HFC as indemnifying
          party) bears to (ii) the total premiums received by MBIA, and (iii)
          the total underwriting discounts and commissions (as specified on the
          cover page of the Prospectus Supplement) received by the Underwriters
          in connection with the offering and sale of the Notes, as the case may
          be. Relative fault shall be determined by reference to, among other
          things, whether the untrue or alleged untrue statement of a material
          fact or the omission or alleged omission to state a material fact
          relates to information supplied by the Seller (in the case of HFC as
          indemnifying party), MBIA or the Underwriters and the parties'
          relative intent, knowledge, access to information and opportunity to
          correct or prevent such untrue statement or omission. The amount paid
          by an indemnified party as a result of the losses, claims, damages, or
          liabilities referred to in the first sentence of this subsection (e)
          shall be deemed to include any legal or other expenses reasonably
          incurred by such indemnified party in connection with investigating or
          defending any action or claim which is the subject of this subsection
          (e). Notwithstanding the provisions of this subsection (e), no
          Underwriter shall be required to contribute to MBIA hereunder any
          amount in excess of the underwriting discounts and commissions
          applicable to the Notes purchased by such Underwriter under the
          Underwriting Agreement. The Seller (in the case of

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          HFC as indemnifying party), MBIA and each Underwriter agree that it
          would not be just and equitable if contribution pursuant to this
          subsection (e) were determined by pro-rata allocation or by any other
          method of allocation which does not take account of the equitable
          considerations referred to above in this subsection (e). No person
          guilty of fraudulent misrepresentation (within the meaning of Section
          ll(f) of the Act) shall be entitled to contribution from any person
          who was not guilty of such fraudulent misrepresentation.

     (f)  The obligations of HFC under this Section 4 shall extend, upon the
          same terms and conditions, to each parent, subsidiary or affiliate of
          MBIA and any shareholder, employee, agent, director or officer of MBIA
          and any person, if any, who controls any of the foregoing within the
          meaning of Section 15 of the Act; and the obligations of the
          Underwriters under this Section shall be several and not joint and
          shall extend, upon the same terms and conditions, to each parent,
          subsidiary or affiliate of MBIA and any shareholder, employee, agent,
          director or officer of MBIA and any person, if any, who controls any
          of the foregoing within the meaning of Section 15 of the Act; and the
          obligations of MBIA under this Section shall extend, upon the same
          terms and conditions, to each parent, subsidiary or affiliate of the
          Seller and any shareholder, employee, agent, director or officer of
          the Seller and any person, if any, who controls any of the foregoing
          within the meaning of Section 15 of the Act and each parent,
          subsidiary or affiliate of each Underwriter and any shareholder,
          employee, agent, director or officer of each Underwriter and any
          person, if any, who controls any of the foregoing within the meaning
          of Section 15 of the Act.

5.   REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The agreements,
     representations, warranties, indemnities, and other statements of the
     parties hereto in or made pursuant to this Agreement will remain in full
     force and effect, regardless of any investigation, or statement as to the
     results thereof, made by or on behalf of any other parties hereto or any of
     the officers, directors or controlling persons referred to in Section 4
     hereof, and will survive delivery of and payment for the Notes. The
     provisions of Section 4 hereof shall survive the termination or
     cancellation of this Agreement.

6.   NOTICES. All communications hereunder shall be in writing and,

                  IF TO THE SELLER:

                  Household Auto Receivables Corporation
                  1111 Town Center Drive
                  Las Vegas, Nevada  89134

                  Attention: Treasurer
                  Telephone: (702) 243-1241
                  Facsimile: (847) 205-7538

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                  With a copy to:

                  Household International, Inc.
                  2700 Sanders Road
                  Prospect Heights, Illinois  60070

                  Attention: Treasurer
                  Telephone: (847) 564-5000
                  Facsimile: (847) 205-7538

                  IF TO HFC:

                  Household Finance Corporation
                  2700 Sanders Road
                  Prospect Heights, Illinois  60070
                  Attention: Treasurer
                  Telephone: (847) 564-5000
                  Facsimile: (847) 205-7538


                  IF TO AN UNDERWRITER:
                  Deutsche Bank Securities Inc.
                  31 West 52nd Street, 17th Floor
                  New York, New York 10019
                  Attention: Richard d'Albert
                  Telephone: (212) 469-7000
                  Facsimile:  (212) 469-7210

                  IF TO MBIA

                  MBIA Insurance Corporation
                  113 King Street
                  Armonk, New York  10504
                  Attention: Insured Portfolio Management,
                                 Structured Finance
                  Telephone: (914) 273-4545
                  Facsimile: (914) 765-3810


                  With a copy to:

                  Alston & Bird LLP
                  90 Park Avenue
                  New York, NY  10016
                  Attention: Gary D. Roth
                  Telephone: (212) 210-9441
                  Facsimile: (212) 210-9444

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     7.   MISCELLANEOUS. This Agreement is to be governed by, and construed in
accordance with, the laws of the State of New York; it may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and the officers and
directors and controlling persons referred to in Section 4 hereof, and no other
person shall have any right or obligation hereunder. This Agreement supersedes
all prior agreements and understandings relating to the subject matter hereof.
Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.

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          IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement, all as of the day and year first above mentioned.

                                        MBIA INSURANCE CORPORATION

                                        By: /s/ Amy R. Gonch
                                            ----------------------------------
                                            Name: Amy R. Gonch
                                            Title: Assistant Secretary

                                        HOUSEHOLD AUTO RECEIVABLES CORPORATION

                                        By: /s/ Steven H. Smith
                                            ----------------------------------
                                            Name: Steven H. Smith
                                            Title: Vice President & Assistant
                                                    Treasurer

                                        HOUSEHOLD FINANCE CORPORATION


                                        By: /s/ B. B. Moss, Jr.
                                            ----------------------------------
                                            Name: B. B. Moss, Jr.
                                            Title: Vice President & Treasurer

                                        DEUTSCHE BANK SECURITIES INC.
                                        BANC OF AMERICA SECURITIES LLC
                                        BANC ONE CAPITAL MARKETS, INC.
                                        BARCLAYS CAPITAL INC.
                                        J.P. MORGAN SECURITIES INC.

                                        By: DEUTSCHE BANK SECURITIES INC., as
                                            representative of the Underwriters


                                        By: /s/ Jay E. Steiner
                                            ----------------------------------
                                            Name: Jay E. Steiner
                                            Title: Vice President

                                        By: /s/ Richard V. Lawrence
                                            ----------------------------------
                                            Name: Richard V. Lawrence
                                            Title: Director

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