EXHIBIT 10.7(b)

                      AMENDMENT OF HOUSEHOLD INTERNATIONAL
                         DEFERRED FEE PLAN FOR DIRECTORS

     WHEREAS, Household International, Inc. (the "Company") maintains the
Household International Deferred Fee Plan for Directors (the "Plan"); and

     WHEREAS, the Plan has been amended on September 8, 1997 and September 1,
1999 and further amendment of the Plan is now deemed desirable;

     NOW, THEREFORE, pursuant to the power reserved to the Company under Section
18 of the Plan and resolutions adopted by the Board of Directors of the Company
on November 12, 2002, the Plan is hereby amended, effective as of March 28,
2003, in the following particulars:

     1. By adding the following new sentence at the end of Section 5 of the Plan

          "No deferral elections are permitted after March 28, 2003."

     2. By substituting the following for paragraph (2) of Section 7 of the
Plan:

          "(2) if the compensation is to be placed in the Stock Component, the
               amount elected to be deferred will be used to purchase units of
               Company Stock using the fair market value of such Company Stock
               on the date the compensation would otherwise be paid. For
               purposes of the Plan, the "fair market value" of one share or
               unit of Company Stock shall be the closing price on the London
               Stock Exchange of a share of such stock for the trading date
               preceding the respective determination date. The units of Company
               Stock have been converted from units of Household International,
               Inc. common stock to a right to receive HSBC Holdings plc
               ordinary shares and therefore Company Stock refers to either
               common stock of Household or ordinary shares of HSBC as
               appropriate. The Cash Component will be credited on each dividend
               payment date for the Company Stock with the aggregate cash
               dividend which would have been paid if the existing Company Stock
               were actual shares of the Company Stock."

     3. By substituting the following two sentences for the fourth sentence of
Section 9 of the Plan:

          "Deferred compensation and interest or dividends (including
          appreciation or loss) thereon will be payable in cash from the Cash
          Component or shares of Company Stock from the Stock Component either
          in a lump sum or in such number of quarterly or annual installments as
          the participant chooses, subject to the participant's right to change
          such method of distribution no

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          later than twelve months prior to the first date deferred compensation
          is to be paid. A participant may choose to receive an equivalent
          number of HSBC American depositary shares instead of Company Stock and
          any fraction of a share will be paid in cash."

                                            HOUSEHOLD INTERNATIONAL, INC.


                                            By:
                                                --------------------------------
                                                George A. Lorch
                                                Chair, Compensation Committee
                                                Dated: May 5, 2003

(Corporate Seal)


ATTEST:


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

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