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                                                                    EXHIBIT 10.5


                             HOUSEHOLD INTERNATIONAL
              1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                         (AS AMENDED NOVEMBER 12, 2002)


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 Directors, including, to the extent
permissible under the terms of the Plan, the power to interpret the Plan and any
agreements executed thereunder, to prescribe rules and regulations relating to
the Plan, to determine the terms, restrictions, and provisions of any agreement
relating to awards granted pursuant to the Plan, and to make all other
determinations necessary or advisable for administering the Plan. Except as
required by Rule 16b-3 (or any successor Rule thereto) with respect to grants of
awards to individuals who are subject to Section 16 of the Exchange Act or as
otherwise required for compliance with Rule 16b-3 or other applicable law, the
Committee may delegate all or any part of its authority under the Plan to any
officer of Household. All decisions made by the Committee, or (unless the
Committee has specified an appeal process to the


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contrary) any other person to whom the Committee has delegated authority
pursuant to the provisions hereof, shall be final and binding on all persons.

3. GRANT OF AWARDS; SHARES SUBJECT TO PLAN

         (a) The Committee may grant any type of award permitted under the terms
of the Plan to employees (all such awards in the aggregate being hereinafter
referred to as "Awards"). Employees of Household and its subsidiaries may be
selected by the Committee for Awards under the Plan. In addition, non-employee
Directors of Household will receive options pursuant to the provisions of
Section 6.

         (b) The number of shares of Common Stock of Household that may be
issued under the Plan is equal to the sum of the number of shares remaining
available under the Household International Long-Term Executive Incentive
Compensation Plan (the "1984 Plan") plus 24,000,000, all of which shares may be
made subject to options. The shares issued pursuant to an Award may consist of
authorized and unissued shares of Household's Common Stock, Common Stock held in
Household's treasury or Common Stock purchased on the open market. If any Award
granted under the Plan or the 1984 Plan shall terminate or lapse for any reason,
any shares of Common Stock subject to such Award shall again be available for
grant under the Plan. The maximum number of shares or share equivalents that may
be granted through an Award to any one participant in one year is 1,200,000
shares.

         (c) In the event of corporate changes affecting Household's Common
Stock, this Plan or Awards granted to employees and options granted to
non-employee Directors hereunder (including, without limiting the generality of
the foregoing, stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, or other relevant changes in
capitalization), appropriate adjustments in price, number and kind of shares of
Common Stock or other consideration subject to such Awards or in the terms of
such Awards, shall be made so as to prevent dilution or enlargement of rights
under the Awards. In addition, the aggregate number or remaining number or kind
of shares which may be issued under the Plan will be adjusted to equitably
reflect any such corporate changes.

         (d) The Committee may, in its discretion and subject to such rules as
it may adopt, permit an employee to satisfy, in whole or in part, withholding
tax obligations incurred in connection with Awards: (i) by electing to have
Household withhold shares of Household Common Stock (otherwise deliverable to
the employee in connection with an Award) in payment for the minimum required
withholding tax obligation of Household, or (ii) by delivering shares of
Household Common Stock owned by such employee in payment for a withholding tax
obligation, or (iii) by



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obtaining an extension of credit from Household in payment for the withholding
tax obligation. Any shares of Common Stock delivered by an employee in full or
partial payment of withholding tax obligations must have been held by such
employee at least six months prior to the date such shares are delivered in
payment.

         (e) The Committee may provide that any Award to employees under the
Plan earn dividend equivalents. Such dividend equivalents may be paid currently
or may be credited to a participant's account, including during any deferral
period. Any crediting of dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents. However, the payment of
dividend equivalents will not be conditioned upon the employee exercising an
option.

         (f) Except as may be provided in the agreement for any specific
employee Award or otherwise limited in this Plan, the Committee may, in its sole
discretion, in whole or in part, waive any restrictions or conditions applicable
to, or accelerate the vesting of, any Award to an employee.

         (g) To the extent the Committee deems it necessary, appropriate or
desirable to comply with foreign law or practice and to further the purpose of
this Plan, the Committee may, without amending this Plan, (i) establish special
rules applicable to Awards granted to employees who are foreign nationals, are
employed outside the United States, or both, including rules that differ from
those set forth in this Plan and (ii) grant Awards to such employees in
accordance with those rules.

         (h) The Committee may, in its discretion and subject to such rules as
it may adopt, authorize an extension of credit from Household to an employee
holding an award granted under this Plan (except for an employee who is a
director or executive officer of Household) to assist the employee in settling
withholding tax obligations on Awards. Household may extend or guarantee loans
under this provision. Loans extended under the Plan will bear interest,
compounded semiannually, at the applicable rate in effect under Section 1274 (d)
of the Internal Revenue Code (the "Applicable Federal Rate") on the day the loan
is made. Payment terms will be established by the Committee and may or may not
require periodic payments of interest and/or principal. The term of loans will
be established by the Committee, as well as provisions governing the
acceleration of maturity upon termination of employment or default. Loans
financed or guaranteed by Household will be secured by retention of the issued
stock certificates by Household and execution of an agreement with respect to
such shares. To the extent necessary to satisfy the provisions of Regulation U
or another similar regulatory restriction, other security may be required by the
Committee.

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4. EMPLOYEE OPTIONS

         (a) The Committee may grant to employees any type of statutory or
non-statutory option to purchase shares of Household Common Stock as is
permitted by law at the time the option is granted. The term of the initial
grant of each option shall not be more than ten years and one day from the date
of grant and may be exercised at the rate set by the Committee or as stated
herein; provided, however, that no option shall be exercised less than one year
from the date of grant, except as provided herein. The Committee may, in its
discretion, extend the expiration date of certain outstanding employee options,
provided no expiration date of any option may exceed fifteen years from the date
of the grant of that option.

         (b) The per share purchase price of Household Common Stock which may be
acquired pursuant to an employee option shall be at least 100% of the fair
market value of one share of Common Stock of Household on the date on which the
option is granted. Within this limitation, such price shall be determined by the
Committee.

         (c) Payment for shares purchased upon the exercise of an employee
option shall be made in cash or, in the discretion of the Committee, in shares
of Common Stock of Household valued at the then fair market value of such shares
or by a combination of cash and shares of Common Stock. Any shares of Common
Stock surrendered by an employee in full or partial payment of the exercise
price of an option must have been held by such employee at least six months
prior to the date such shares are surrendered in payment.

5. TRANSFER OF EMPLOYEE OPTIONS; EXERCISE OF EMPLOYEE OPTIONS
   FOLLOWING TERMINATION OF EMPLOYMENT

         (a) Options may be exercised only by the employee and shall not be
transferable other than by will or the laws of descent and distribution. These
restrictions on transferability shall not apply to the extent (i) such
restrictions are not at the time required for the Plan to continue to meet the
requirements of Rule 16b-3 of the Exchange Act, or any successor Rule, (ii) the
Committee has established rules concerning the transferability of employee
options and (iii) the agreement relating to an Award so specifies or the holder
has received notice from the Office of the Secretary of Household that such
restrictions are no longer applicable. Subject to Section 5(b) hereof, if the
holder of an option shall cease to be an employee of Household or a subsidiary,
and unless otherwise provided by the Committee, all rights under such option
shall immediately terminate, except:


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                  (i) in the event of termination of employment of a holder who
         is retirement-eligible under the terms of a pension plan of Household
         or a subsidiary, the option may be exercised within five years of the
         date of termination of employment or as otherwise provided in the
         agreement for the Award;

                  (ii) in the event of termination of employment due to
         permanent and total disability, and the holder is not
         retirement-eligible under the terms of a pension plan of Household or a
         subsidiary, the option may be exercised within twelve months following
         the date of such termination of employment or as otherwise provided in
         the agreement for the Award;

                  (iii) in the event of death during employment, the option may
         be exercised by the executor, administrator, or other personal
         representative of the holder within five years succeeding death if such
         holder was retirement-eligible under the terms of a pension plan of
         Household or a subsidiary, or twelve months if such holder was not
         retirement-eligible under the terms of a pension plan of Household or a
         subsidiary or as otherwise provided in the agreement for the Award;

                  (iv) except in the event an employee is terminated for cause,
         following termination of employment other than as set forth in
         subsections (i), (ii) or (iii) above, the option may be exercised
         within three months following the date of termination, or prior to the
         expiration of the option, whichever period is shorter; or

                  (v) in the event of the death of a holder of an option
         following termination of employment, the option may be exercised by the
         executor, administrator, or other personal representative of the
         holder, notwithstanding the time period specified in (i), (ii), (iii)
         or (iv) above, within a) twelve months following death or b) the
         remainder of the period in which the holder was entitled to exercise
         the option, whichever period is longer.

         If, prior to a Change in Control, the Committee determines that the
termination is for cause, the option will not under any circumstances be
exercisable following termination of employment. Notwithstanding the foregoing,
in the case where the employee is a party to an employment, termination
protection or similar agreement with Household or a subsidiary which is in
effect at the time of termination of employment that defines "cause" (or words
of similar import), the Committee shall not determine such termination of
employment to be for "cause" unless a "cause" termination would be permitted
under such agreement at that time.

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         (b) Notwithstanding anything in the Plan or an Award agreement to the
contrary, but subject to the last sentence of Section 11(a), (i) if a holder's
employment is terminated for any reason (including for cause), following a
Change in Control, each option held by such holder as of the date of such Change
in Control that was granted under the Plan prior to the date of such Change in
Control may be exercised until the expiration of the original full term of the
option, and (ii) if a holder's employment is terminated under the circumstances
described in Section 11(b) hereof, each option held by such holder as of the
date of any such termination that was granted under the Plan following the date
of such Change in Control may be exercised until the expiration of the original
full term of the option.

         (c) An option may not be exercised pursuant to this Section after the
expiration of the term of such option and may be exercised only to the extent
that the holder was entitled to exercise such option on the date of termination
of employment.

6. NON-EMPLOYEE DIRECTOR OPTIONS

         (a) Each non-employee Director of Household will be granted an option
for 10,000 shares of Household Common Stock annually on the same date grants are
made to employees. In addition, in lieu of cash compensation, non-employee
Directors may choose to receive a number of stock options equivalent to 10% of
the annual cash compensation they choose to receive in stock options. The
Committee will have no discretion to select which non-employee Directors will be
granted options or to determine the number of option shares, price, vesting
schedule or any other term of the options granted to non-employee Directors. All
options granted to non-employee Directors will be non-qualified stock options.

         (b) The per share purchase price of Common Stock which may be acquired
pursuant to a non-employee Director option shall be 100% of the fair market
value of one share of Common Stock on the date the option is granted. For
purposes of establishing the fair market value of Household's Common Stock on
any day under Section 6 of this Plan, such value shall be the average of the
highest and lowest sales prices per share of the Common Stock for such date.
However, if the Stock Exchange is not open for trading on a given day, the fair
market value will be the average of the highest and lowest sales prices per
share on the next succeeding business day.

         (c) Subject to Section 11 of this Plan, each option granted to a
non-employee Director vests and shall be fully exercisable beginning six months
from the date the option was granted. Each such option expires ten years and one
day from the date of the grant. However, if a non-employee Director ceases to be
a Director of Household, outstanding vested options are exercisable as follows:

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                  (i) in the event service on the Board of Directors terminates
         due to permanent and total disability, outstanding options may be
         exercised within twelve months following the date such service
         terminates or prior to the expiration of the outstanding options,
         whichever period is shorter;

                  (ii) in the event of death of a non-employee Director whether
         during service as a Director of Household or after ceasing such
         service, outstanding options may be exercised by the executor,
         administrator, or other personal representative of such Director within
         twelve months after the death of the Director or prior to the
         expiration of the outstanding options, whichever period is longer;

                  (iii) in the event a non-employee Director's service on the
         Board of Directors terminates because such Director has reached the
         mandatory retirement age of 70 (or age 72 if a Director was serving on
         the Board as of January 1, 1989) or if a non-employee Director retires
         from the Board prior to reaching the mandatory retirement age but after
         having served on the Board of Directors continuously for at least
         fifteen years, outstanding options may be exercised at any time prior
         to the expiration of the outstanding options;

                  (iv) notwithstanding anything in the Plan or an Award
         agreement to the contrary, in the event service on the Board of
         Directors terminates for any reason following a Change in Control,
         outstanding options may be exercised until the expiration of the
         original full term of the option; and

                  (v) in the event service on the Board of Directors terminates
         other than as set forth in subsections (i), (ii), (iii) or (iv) above,
         outstanding options may be exercised within three months following the
         date such service terminates or prior to the expiration of the
         outstanding options, whichever period is shorter.

         (d) Payment for shares purchased upon exercise of a non-employee
Director option shall be made in cash, in shares of Household Common Stock
valued at the then fair market value of such shares or by a combination of cash
and shares of Common Stock. Any shares of Common Stock delivered in full or
partial payment of the exercise price of an option must have been held by such
Director at least six months prior to the date such shares are delivered in
payment.

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         A non-employee Director may also satisfy, in whole or in part, income
tax obligations incurred in connection with the exercise of an option by (i)
electing to have Household withhold shares of Common Stock (otherwise
deliverable to the Director in connection with the exercise of an option) in
payment for such income tax obligation or (ii) by delivering shares of Household
Common Stock owned by such Director in payment for such income tax obligation.
Any shares of Common Stock delivered in full or partial payment of income tax
obligations must have been held by such Director at least six months prior to
the date such shares are delivered.

         (e) Non-employee Director options are not transferable other than by
will and the laws of descent and distribution.

7. RESTRICTED STOCK RIGHTS

         (a) Upon such terms as it deems appropriate, the Committee from time to
time may grant Restricted Stock Rights ("RSRs") to any employee selected by the
Committee, which entitle such employee to receive a stated number of shares of
Common Stock of Household. The RSRs are subject to forfeiture if the employee
fails to remain continuously employed by Household or any subsidiary for the
period(s) stipulated by the Committee (each, a "Restricted Period").

         (b) RSRs shall be subject to the following restrictions and
limitations: (i) the RSRs may not be transferred except by will or the laws of
descent and distribution; and (ii) except as otherwise provided in Paragraphs
(d) and (e) of this Section 7, an RSR and the shares subject to an RSR shall be
forfeited and all rights of a holder of an RSR shall terminate without any
payment of consideration by Household if such employee fails to remain
continuously employed by Household or any subsidiary for the Restricted Period.
A holder of an RSR shall remain continuously employed if such holder leaves the
employ of Household or any subsidiary for immediate reemployment with Household
or any subsidiary.

         (c) Other than as may be specified pursuant to Section 3(e), the holder
of an RSR shall not be entitled to any of the rights of a holder of the Common
Stock with respect to the shares subject to such RSR prior to the issuance of
such shares pursuant to the Plan.

         (d) The Committee in its sole discretion may accelerate the payment of
Household Common Stock under an RSR prior to the termination of the Restricted
Period if the holder of an RSR has achieved certain performance levels
established by the Committee at the time an RSR is granted. The Committee in its
sole judgment may revise such performance levels as it deems appropriate to
reflect significant, unforeseen events or changes.


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         (e) In the event that the employment of a holder of an RSR terminates
by reason of death or permanent and total disability, such holder shall be
entitled to receive, without restriction or limitation, the number of shares
subject to the RSR multiplied by a fraction (x) the numerator of which shall be
the number of full months between the date of grant of each such RSR and the
date of such termination of employment, and (y) the denominator of which shall
be the number of full months in the respective Restricted Period; provided,
however, no fractional share shall be awarded. Subject to Section 11(b), a
holder of an RSR whose employment terminates for reasons other than those listed
in this paragraph will forfeit all rights under any outstanding RSR. This
automatic forfeiture may be waived in whole or in part by the Committee in its
sole discretion.

         (f) When a holder shall be entitled to receive shares pursuant to an
RSR, Household shall issue the appropriate number of shares registered in the
name of the holder.

8. OTHER STOCK-BASED AWARDS

         The Committee may make awards of unrestricted shares of Household
Common Stock to eligible employees in recognition of outstanding achievements.

9. FORFEITURE

         If it is determined that an employee or former employee, while employed
by Household or any subsidiary or otherwise associated with Household or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of Household or any
subsidiary or inimical, contrary or harmful to the interests of Household or any
subsidiary including, but not limited to: (i) conduct related to the
participant's position for which either criminal or civil penalties against the
participant may be sought, (ii) violation of Household policies, notwithstanding
Household's decision or inability to, or not to, terminate the participant for
such violation, (iii) accepting employment with or serving as a consultant,
advisor or in any other capacity to an employer that is in competition with or
acting against the interests of Household or any subsidiary, including employing
or recruiting any present employee of Household or any subsidiary for such
competitor, (iv) disclosing or misusing any confidential information or material
concerning Household or any subsidiary, or (v) participating in a hostile
takeover attempt of Household, then the Committee, in its sole discretion, may
cancel any unexpired or unpaid Award at any time. Notwithstanding anything
contained in the Plan or an Award agreement to the contrary, upon and following
a Change in Control, the forfeiture provisions described in this Section 9 and
any similar forfeiture provisions contained in an Award agreement shall be of no
further force and



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effect and shall be deemed null and void for all purposes of all Awards granted
under this Plan.

10. AMENDMENT AND TERMINATION OF THE PLAN

         This Plan will expire on May 8, 2006. However, the Board of Directors
may terminate the Plan at any time except as provided in Section 11(d), but such
termination shall not affect Awards previously granted under the Plan. During
the Plan term, the Committee may amend the Plan or any Award granted to an
employee under the Plan at any time, except (i) the Plan may not be amended or
terminated in the circumstances set forth in Section 11(d), (ii) the Committee
may not, without shareholder approval, and except as permitted by Section 3(c),
increase the number of shares of Common Stock of Household which may be issued
pursuant to the Plan, change the purchase price of an Option, and (iii) the
Committee may not make any other amendment to the Plan which is required by law
to be approved by the shareholders of Household.

         Notwithstanding the preceding paragraph, the provisions of Section 6 of
the Plan relating to non-employee Directors may not be amended more than once
every six months, except to comply with changes to the Code or the rules and
regulations thereunder.

11. CHANGE IN CONTROL

         (a) In order to protect participants in the Plan who have outstanding
Awards in the event there is a "Change in Control" (as defined below),
notwithstanding anything to the contrary contained in the Plan or any Award
agreement, (i) all Awards outstanding under the Plan as of the date of such
Change in Control, including options granted to non-employee Directors and the
RSR Awards granted on May 10, 2000, will immediately vest in full and any
Restricted Period with respect thereto shall lapse, such Awards shall become
exercisable or payable in full, notwithstanding any minimum holding period set
forth in the Plan or an Award agreement, and all Awards that are options shall
be exercisable in accordance with Section 5(b)(i), (ii) Household shall require
that this Plan, and the Awards issued hereunder, including options granted to
non-employee Directors, be assumed by the entity causing the Change in Control
or the public company parent thereof (the "Acquiror") and, if appropriate, new
rights of equal value with substantially similar terms be substituted for such
Awards by the Acquiror, and (iii) the Committee, in its sole discretion
(notwithstanding any contrary provision in Section 3(f)), may:

                  (i) provide for the purchase by Household or the Acquiror of
         any Awards, including options granted to non-employee Directors, in
         cash equal to the amount that could have been received upon the
         exercise or realization of such


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         Awards had the Awards been currently exercisable or payable on the day
         before said cash payment is made;

                  (ii) make such adjustments, including the granting of
         additional Awards, to any outstanding Award, including options granted
         to non-employee Directors, as the Committee deems appropriate to
         reflect the Change in Control; and

                  (iii) take such other action deemed appropriate by the
         Committee to ensure that the rights of participants and the Awards,
         including options granted to non-employee Directors, are not adversely
         affected by the Change in Control.

The Committee may grant Awards on or after November 12, 2002, and prior to a
Change in Control which will not be subject to subparagraph (i) of this Section
11(a) nor to subparagraph (i) of Section 5(b), but will instead be subject to
such different vesting and/or exercise periods as are specified in a particular
grant Award.

         (b) Any employee whose position with Household or any of its
subsidiaries is "Materially Changed" (as defined below) or is terminated without
"cause" (as defined below), within twenty-four (24) months after a Change in
Control, shall be deemed to be involuntarily terminated from Household and its
subsidiaries. In the event of an employee's termination as described in this
Section 11(b), notwithstanding anything to the contrary contained in the Plan or
any Award agreement, (i) any options granted to the employee under the Plan
following the date of such Change in Control that were outstanding immediately
prior to the event causing such termination or were awarded subsequent to the
event causing such termination will immediately vest in full and be exercisable
in accordance with Section 5(b)(ii) of the Plan and (ii) the Restricted Period
with respect to any RSRs granted to the employee under the Plan following the
date of such Change in Control that were outstanding immediately prior to the
event causing such termination or were awarded subsequent to the event causing
such termination shall lapse and such Awards shall become payable in full
without any action by the Committee or Board of Directors. In addition, upon a
termination of employment described in this Section 11(b), any minimum holding
period set forth in the Plan or an Award agreement shall be deemed immediately
satisfied.

         (c) For purposes of this Section and to determine the rights of any
participant who has an outstanding Award, the term:

                  (i) "Change in Control" means:

                       (1) any "person" (as defined in Section 13(d) and
                           14(d) of the Securities Exchange Act of



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                           1934, as amended (the "Exchange Act")), excluding for
                           this purpose Household or any subsidiary of
                           Household, or any employee benefit plan of Household,
                           or any subsidiary of Household, or any person or
                           entity organized, appointed or established by
                           Household for or pursuant to the terms of such plan
                           which acquires beneficial ownership of voting
                           securities of Household, is or becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act) directly or indirectly of
                           securities of Household representing twenty percent
                           (20%) or more of the combined voting power of
                           Household'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 Household by Household 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 Household's then
                           outstanding securities, but any subsequent increase
                           in the direct or indirect beneficial ownership
                           interest of such person in Household shall be deemed
                           a Change in Control; and provided further that if the
                           Board of Directors of Household determines in good
                           faith that a person who has become the beneficial
                           owner directly or indirectly of securities of
                           Household representing twenty percent (20%) or more
                           of the combined voting power of Household'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 Household 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 Household's then
                           outstanding securities, then no Change in Control
                           shall be deemed to have occurred;

                       (2) during any period of two (2) consecutive years
                           (not including any period prior to November 9, 1998)
                           individuals who at the beginning of such two-year
                           period constitute the Board of Directors of Household
                           and any new director or directors (except for any



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                           director designated by a person who has entered into
                           an agreement with Household to effect a transaction
                           described in subparagraph (1), above, or subparagraph
                           (3), below) whose election by the Board or nomination
                           for election by Household's stockholders 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");

                       (3) consummation of (x) an agreement for the sale or
                           disposition of Household or all or substantially all
                           of Household's assets, (y) a plan of merger or
                           consolidation of Household with any other
                           corporation, or (z) a similar transaction or series
                           of transactions involving Household (any transaction
                           described in parts (x) through (z) of this
                           subparagraph (3) being referred to as a "Business
                           Combination"), in each case unless after such a
                           Business Combination (I) the stockholders of
                           Household 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 Household,
                           or all or substantially all of Household's former
                           assets either directly or through one or more
                           subsidiaries) immediately after such Business
                           Combination, in substantially the same proportion as
                           their ownership of Household immediately prior to
                           such Business Combination, (II) no person (excluding
                           any entity resulting from such Business Combination
                           or any employee benefit plan (or related trust) of
                           Household 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


                                     - 13 -
<PAGE>

                           such entity, except to the extent that such ownership
                           existed prior to the Business Combination, and (III)
                           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;

                       (4) approval by the stockholders of Household of a
                           complete liquidation or dissolution of Household;

                       (5) a tender offer is made for thirty percent (30%)
                           or more of the common stock of Household, which
                           tender offer has not been approved by the Board of
                           Directors of Household; or

                       (6) a solicitation subject to Rule 14a-11 under the
                           Exchange Act (or any successor Rule) relating to the
                           election or removal of 50% or more of the members of
                           the Incumbent Board is made by any person other than
                           Household.

                  (ii) "Materially Changed" means the occurrence of one or more
of the following events:

                       (1) the termination of the employee, without cause
                           (as defined below), and other than by reason of
                           death, permanent and total disability or retirement
                           under the terms of a pension plan of Household or any
                           subsidiary, or the termination by the employee within
                           the special 60-day window period which begins 12
                           months after a Change in Control as provided in the
                           employee's employment agreement;

                       (2) the employee was assigned to a position of lesser
                           rank or status;

                       (3) the employee's annual target bonus or targeted
                           performance unit awards were reduced and compensation
                           equivalent in aggregate value was not substituted;

                       (4) the employee's annual salary was reduced;

                                     - 14 -
<PAGE>

                       (5) the employee's benefits under the Household
                           Retirement Income Plan or any successor tax qualified
                           defined benefit plan were reduced for reasons other
                           than to maintain its tax qualified status and such
                           reductions were not supplemented in the Household
                           Supplemental Retirement Income Plan or any successor
                           plan ("HSRIP"); or the employee's benefits under
                           HSRIP, if applicable, were reduced;

                       (6) the employee's other benefits or perquisites were
                           reduced and such reductions were not uniformly
                           applied with respect to all similarly situated
                           employees; or

                       (7) the employee was reassigned to a geographical
                           area outside of the metropolitan area in which the
                           employee was assigned at the time of the Change in
                           Control.

                  (iii) "cause" (1) in the case of an employee who is a party to
         an employment, termination protection or similar agreement that defines
         "cause" (or words of similar import), means "cause" (or words of
         similar import) as defined in such agreement, and (2) in the case of
         any other employee, means willful and deliberate misconduct, which is
         detrimental in a significant way to the interests of Household or any
         subsidiary thereof.

         (d) Notwithstanding anything set forth in Section 11 hereof, upon the
occurrence of a Change in Control the Plan may not be amended or terminated by
the Committee, the Board of Directors or the stockholders of Household.

12. MISCELLANEOUS

         (a) The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments or deliveries of shares of Household
Common Stock not yet made or required to be made to a participant by Household,
nothing contained herein shall give any rights to a participant that are greater
than those of a general creditor of Household. The Committee may permit the
deferral of receipt of any shares of Household Common Stock to be issued under a
vested Award or exercised Award or authorize the creation of trusts or other
plans and arrangements to meet the obligations created under the Plan to deliver
shares of Household Common Stock or payments hereunder consistent with the
foregoing.

                                     - 15 -
<PAGE>

         (b) With respect to participants subject to Section 16 of the Exchange
Act, transactions under this Plan are intended to comply with all applicable
provisions of Rule 16b-3 or its successor under the Exchange Act. To the extent
any provision of the Plan or action by the Committee or its designee fails to so
comply, it shall be deemed null and void.

         (c) This Plan and each agreement with respect to an Award shall be
construed and administered in accordance with the laws of the State of Delaware
without giving effect to principles relating to conflict of laws.

         (d) Neither the adoption of the Plan nor any Award granted hereunder
shall confer upon any participant any right to continued employment or service
with Household or any subsidiary thereof, nor shall the Plan or any Award
interfere in any way with the right of Household or a subsidiary to terminate
the employment or relationship of any of the participants at any time.

         This document together with the Amendment of November 11, 1997,
attached hereto, constitute the complete restatement of the Plan.


         IN WITNESS WHEREOF, Household International, Inc. has caused this Plan
to be amended effective September 10, 2002 and its corporate seal attached
hereto by its duly authorized officers.

                                               HOUSEHOLD INTERNATIONAL, INC.




Dated:  November 12, 2002                      By:  /s/ Colin P. Kelly
                 --                                 ------------------
                                                    Colin P. Kelly
                                                    Executive Vice President-
                                                    Administration

ATTEST:



By:  /s/ Kenneth H. Robin
     --------------------
         Secretary



                                     - 16 -
<PAGE>


                                AMENDMENT TO THE
                          HOUSEHOLD INTERNATIONAL, INC.
              1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                                NOVEMBER 11, 1997

On November 11, 1997 the Household International Board of Directors, upon the
recommendation of the Board's Compensation Committee, adopted an amendment to
the 1996 Long-Term Executive Incentive Compensation Plan (the "Plan") relating
to the transferability of options granted under the Plan.

TRANSFERABILITY OF OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS AND SENIOR
MANAGERS

This amendment only applies to non-employee Directors and Senior Managers
(defined under this amendment as the Chief Executive Officer and employees with
a direct reporting relationship to the Chief Executive Officer) who have
received or in the future receive options to purchase Household Common Stock
under the Plan. This section modifies Plan Sections 5(a) and 6(e) as regards the
transferability of options granted to non-employee Directors and Senior
Managers; all other provisions continue to apply.

WHO IS ELIGIBLE

This provision only applies to non-employee Directors and Senior Managers
("Eligible Persons").

TRANSFER OF OPTIONS; MINIMUM NUMBER

Options granted under the Plan may be transferred by will or through the laws of
descent and distribution. In addition, Eligible Persons may transfer their
options ONLY to family members, family trusts, and family partnerships
(collectively, "Transferees"). Transferees may not retransfer any options except
by will or through the laws of descent and distribution. Any option transferred
to a single Transferee must represent the right to purchase a minimum of 100
shares.

WHICH OPTIONS MAY BE TRANSFERRED

Eligible Persons may transfer any option, including vested and unvested portions
of any award granted under the Plan. Options granted under previous benefit
plans are not covered by this amendment.

EXERCISE

Options will vest in accordance with applicable Plan provisions. A Transferee
may only exercise vested options, and only as provided in the Plan.

                                     - 17 -
<PAGE>

TAXATION OF OPTIONS

The Eligible Person remains liable for any income tax related to the exercise of
transferred options. Income tax will be calculated as of the exercise date. The
Eligible Person is solely responsible for tax liability related to any options
gifted to a Transferee.

LAW AND REGULATION

In addition to laws and regulations that apply to the Plan, the Transfer of
options must be completed in accordance with securities registration and
disclosure regulations applicable at the time of transfer. Eligible Persons and
Transferees may be subject to certain waiting periods limiting transfer or
exercise. Eligible Persons, or their agents agree to notify the Corporation at
least five days before any option they own or control is exercised.




                                     - 18 -