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EXHIBIT 10.9
HOUSEHOLD INTERNATIONAL
NON-QUALIFIED DEFERRED COMPENSATION PLAN
Section 1. Purpose. The purpose of this Plan is to provide
certain
executives of Household International, Inc.
(the "Company") and certain of its
direct and indirect subsidiaries (the
Company and such subsidiaries being
referred to as the "Employers") the
opportunity to defer receipt of compensation
and provide for future savings of
compensation earned. The provision of such an
opportunity is designed to aid the Company
in attracting and retaining as
executives persons whose abilities,
experience and judgment can contribute to
the well-being of the Company.
Section 2. Name, Effective Date. The effective date of this plan
known
as the Household International
Non-Qualified Deferred Compensation Plan (the
"Plan") is December 1, 1996.
Section 3. Eligibility. Any executive of the Employers who is on
the
United States payroll and whose base salary
is at least $160,000 as of the
November 1 preceding the year for which an
election is made is eligible to
participate in this Plan.
Section 4. Deferred Compensation Account. An unfunded deferred
compensation account shall be established
for each person who elects to
participate in the Plan.
Section 5. Amount of Deferral. For calendar year 1997 and for
each
calendar year thereafter, a participant may
elect to defer receipt of a
specified portion of the unearned salary
that would otherwise be paid in that
year and/or all or a specified portion of
the cash bonus which will be earned
for that year which generally becomes
payable to the participant in the
following year. An amount equal to the
compensation deferred will be credited to
the participant's deferred compensation
account on the date such compensation
would otherwise be initially payable. In no
event may a participant make a
deferral election with respect to his or
her salary that would cause his
projected salary expected to be actually
paid in that year to be reduced below
$160,000. A participant may, however, elect
to defer all or any part of his cash
bonus earned for a particular year whether
it is payable in that year or payable
in the next year. The $160,000 amount
referred to in this Section 5 and Section
3 shall be automatically adjusted to
reflect changes in the limits outlined
under Section 401(a)(17) of the Internal
Revenue Code (the "Code").
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Section 6. Election of Deferral. An election to defer salary
and/or
bonus for each year shall be made on forms
provided by the Compensation
Committee of the Board of Directors of the
Company (the "Committee") for that
purpose and shall be effective on the date
indicated, but not before the date
filed with the Committee. With respect to
salary, the election shall be made
prior to the year for which it is
applicable and shall be effective with respect
to any salary to be earned which would
otherwise be payable in that year. With
respect to bonus, due to its uncertain
nature, the election shall be made by
July 1 regarding the potential bonus to be
earned and awarded for that year
notwithstanding the fact that bonus income
is generally distributed in the
following calendar year.
If a participant has failed to select a deferred distribution date
for
a deferral or if he terminates employment
before such deferred distribution
date, then distribution of such deferred
compensation will be made in the
calendar year following the date of the
participant's termination of employment.
For any compensation earned for a
particular year, the earliest deferred
distribution date specified by the
participant must be at least two years after
the year for which the compensation was
earned. Subject to Section 19, with
respect to each such calendar year to which
it applies, the election shall be
irrevocable upon receipt by the
Committee.
Section 7. Hypothetical Investment. Each deferred compensation
account
will be credited with earnings from the
date on which deferred compensation
would initially have been payable until the
date of payment. The participant can
elect to have the amount credited to his
account invested hypothetically in
various funds. The funds against which
increases or decreases in the
participant's deferred compensation account
will be measured are:
Fund A -
Household International, Inc. Common Stock Fund.
Fund B -
Treasury Fund. This Fund shall be credited with
interest at a rate equal to the United States
five-year treasury rate plus HFC's borrowing spread
over that rate on the first day of each calendar
quarter with interest compounded quarterly.
The participant can change his or her investment election as to
the
amount already credited or to be credited
to his account on a quarterly basis by
filing an appropriate election form with
the Committee prior to the first day of
the quarter in which the election is to be
effective.
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There is no guarantee a participant's
deferred compensation account invested in
Fund A will increase; amounts may decrease
based on the performance of Fund A.
Section 8.
Value of Deferred Compensation Accounts. The value of each
participant's deferred compensation account
shall include compensation deferred,
adjusted for any increase or decrease
thereon, pursuant to Section 7 of the
Plan.
Section 9. Payment of Deferral. Subject to Section 19, no
distribution
may be made from the participant's deferred
compensation account prior to the
first day of the calendar year following
the date of the termination of the
participant's employment, unless an earlier
date is specified by the participant
in his election to defer compensation. If a
participant elected to
