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                                                                    EXHIBIT 10.8
                            HOUSEHOLD INTERNATIONAL

                   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
Company.

     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, September 8, 1997, and September 1, 1999.

     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 for a share of such
Common Stock as published in The Wall Street Journal for the respective
determination date.

     Section 7.  Value of Deferred Compensation Accounts.  The value of each
participant's Account shall include deferred phantom Company Common Stock units
and dividends credited thereon, pursuant to Section 6 of the Plan. All deferred
amounts

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to be paid to a participant pursuant to the Plan are to be paid in shares of
Company Common Stock, $1.00 par value, with the value of the phantom Company
Common Stock units being the fair market value of an equal number of shares of
the Company's Common Stock on the date of payment.

     Section 8.  Payment of Deferred Compensation.  All such payments
accumulated under this Plan will be made as soon as practicable following the
date on which a Director leaves the Board of Directors. A participant may elect
to receive the value of his or her deferred compensation at a later date, but
such date may not be prior to the date on which a Director leaves the Board of
Directors. Deferred phantom Company Common Stock units and dividends (including
appreciation or loss) thereon will be payable in shares of Company Common Stock,
$1.00 par value, either in a lump sum or in such number of quarterly or annual
installments as the participant chooses up to a maximum ten-year period, subject
to the participant's right to change such method of distribution no later than
twelve months prior to the first date deferred phantom Company Common Stock
units are to be paid. If a participant elects to receive payment from his or her
Account in installments, the participant's Account will continue to accrue
dividends (and appreciation or loss) during the installment period. Dividends
credited to a participant's Account during the installment period will be paid
on the next installment payment date.

     Section 9.  Change in Control. A `Change in Control' shall be deemed to
occur when and if:

     (a)  Any "person" (as defined in Section 13(d) and 14(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act")), excluding for
          this purpose the Company and any subsidiary of the Company, or any
          employee benefit plan of the Company or any subsidiary of the Company,
          or any person or entity organized, appointed or established by the
          Company for or pursuant to the terms of such plan which acquires
          beneficial ownership of voting securities of the Company, is or
          becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act) directly or indirectly of securities of the Company
          representing twenty percent (20%) or more of the combined voting power
          of the Company's then outstanding securities; provided, however, that
          no Change in Control shall be deemed to have occurred as the result of
          an acquisition of securities of the Company by the Company which, by
          reducing the number of voting securities outstanding, increases the
          direct or indirect beneficial ownership interest of any person to
          twenty percent (20%) or more of the combined voting power of the
          Company's then outstanding securities, but any subsequent increase in
          the direct or indirect beneficial ownership interest of

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          such a person in the Company shall be deemed a Change in Control; and
          provided further that if the Board of Directors of the Company
          determines in good faith that a person who has become the beneficial
          owner directly or indirectly of securities of the Company representing
          twenty percent (20%) or more of the combined voting power of the
          Company's then outstanding securities has inadvertently reached that
          level of ownership interest, and if such person divests as promptly as
          practicable a sufficient amount of securities of the Company so that
          the person no longer has a direct or indirect beneficial ownership
          interest in twenty percent (20%) or more of the combined voting power
          of the Company's then outstanding securities, then no Change in
          Control shall be deemed to have occurred; or

     (b)  During any period of two (2) consecutive years (not including any
          period prior to September 1, 1999), individuals who at the beginning
          of such two-year period constitute the Board of Directors of the
          Company and any new director or directors (except for any director
          designated by a person who has entered into an agreement with the
          Company to effect a transaction described in subparagraph (a), above,
          or subparagraph (c), below) whose election by the Board or nomination
          for election by the Company's shareholders was approved by a vote of
          at least two-thirds of the directors then still in office who either
          were directors at the beginning of the period or whose election or
          nomination for election was previously so approved, cease for any
          reason to constitute at least a majority of the Board (such
          individuals and any such new directors being referred to as the
          "Incumbent Board"); or

     (c)  Consummation of (1) an agreement for the sale or disposition of the
          Company or all or substantially all of the Company's assets, (2) a
          plan of merger or consolidation of the Company with any other
          corporation, or (3) a similar transaction or series of transactions
          involving the Company (any transaction described in parts (1) through
          (3) of this subparagraph (c) being referred to as a "Business
          Combination"), in each case unless after such a Business Combination
          (x) the shareholders of the Company immediately prior to the Business
          Combination continue to own, directly or indirectly, more than sixty
          percent (60%) of the combined voting power of the then outstanding
          voting securities entitled to vote generally in the election of
          directors of the new (or continued) entity (including, but not by way
          of limitation, an entity which as a result of such transaction owns
          the Company or all or substantially all of the Company's former assets
          either directly or through one or more subsidiaries) immediately after
          such Business

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          Combination, in substantially the same proportion as their ownership
          of the Company immediately prior to such Business Combination, (y) no
          person (excluding any entity resulting from such Business Combination
          or any employee benefit plan (or related trust) of the Company or of
          such entity resulting from such Business Combination) beneficially
          owns, directly or indirectly, twenty percent (20%) or more of the then
          combined voting power of the then outstanding voting securities of
          such entity, except to the extent that such ownership existed prior to
          the Business Combination, and (z) at least a majority of the members
          of the board of directors of the entity resulting from such Business
          Combination were members of the Incumbent Board at the time of the
          execution of the initial agreement, or of the action of the Board,
          providing for such Business Combination; or

     (d)  A tender offer is made for thirty percent (30%) of more of the
          Company's Common Stock, which tender offer has not been approved by
          the Board of Directors of the Company; or

     (e)  Approval by the shareholders of the Company of a complete liquidation
          or dissolution of the Company.

     Notwithstanding any other provision of the Plan, if a Change of Control
occurs, then the Company shall create a trust or take such other actions as are
appropriate to protect each participant's Account.

     Section 10.  Designation of Beneficiary.  A participant may designate a
beneficiary or beneficiaries which shall be effective upon filing written notice
with the Secretary of the Company on the form provided for that purpose. If no
beneficiary is designated, the beneficiary will be the participant's estate. If
more than one beneficiary statement has been filed, the beneficiary or
beneficiaries designated in the statement bearing the most recent date will be
deemed the valid beneficiary or beneficiaries.

     Section 11.  Death of Participant or Beneficiary.  In the event of a
participant's death before he or she has received the full value of his or her
Account, the then current value of the participant's Account shall be determined
as of the day immediately following death and such amount shall be paid to the
beneficiary or beneficiaries of the deceased participant as soon as practicable
thereafter in cash in a lump sum. If no designated beneficiary has been named or
survives the participant, the beneficiary will be the participant's estate.

     Section 12.  Participant's Rights Unsecured.  The right of any participant
or beneficiary to receive payment under the

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provisions of the Plan shall be an unsecured claim against the general assets of
the Company, and no provisions contained in the Plan shall be construed to give
any participant or beneficiary at any time a security interest in the Account or
any other assets of the Company.

     Section 13.  Statement of Account.  Statements will be sent to participants
quarterly as to the value of their Accounts as of the 15th day of January,
April, July and October for each year in which their is Account activity.

     Section 14.  Assignability.  No right to receive payments hereunder shall
be transferable or assignable by a participant or a beneficiary, except by will
or by the laws of descent and distribution.

     Section 15.  Administration of the Plan. The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company. The
Committee shall conclusively interpret the provisions of the Plan and shall make
all determinations under the Plan. The Committee shall act by vote or written
consent of a majority of its members.

     Section 16.  Amendment or Termination of Plan.  This Plan may at anytime or
from time to time be amended, modified or terminated by the Board of Directors
of the Company. No amendment, modification or termination shall, without the
consent of a participant, adversely affect such participant's accruals.

     Section 17.  Governing Law.  This Plan shall be governed by and construed
in accordance with the laws of the State of Illinois.

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