EXHIBIT 10.8(b)

              AMENDMENT OF HOUSEHOLD INTERNATIONAL DEFERRED PHANTOM
                            STOCK PLAN FOR DIRECTORS

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

     WHEREAS, the Plan has been amended on January 9, 1996, July 9, 1996,
January 14, 1997, 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
16 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 3 of the
Plan:

          "After March 28, 2003, there will be no additional deferrals of
          phantom stock units."

     2. By substituting the following for Section 6 of the Plan:

               "Section 6. Investment. The Account of each participant will have
          both a Stock Component and a Cash Component. Under the Plan, the units
          of phantom Household International, Inc. common stock credited to a
          participant's Account have been changed to a right to receive HSBC
          Holdings plc ordinary shares and comprise the Stock Component of the
          Account. Reference to Company Stock means either the Household common
          stock or the HSBC ordinary shares as appropriate. During the deferred
          period, the Cash Component of the Account 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
          deemed to be credited to the Stock Component of the participant's
          Account were actual shares of Company Stock (the "Stock Dividend").
          These Stock Dividends will be invested in the Cash Component of the
          Account 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 in which such interest is credited to the
          participant's Account with interest compounded quarterly."

     3. By substituting the following four sentences for the second sentence of
Section 7 of the Plan:

          "Except as provided in the following sentences of this Section 7, all
          deferred amounts to be paid to a participant pursuant to the Plan are
          to be



          paid in shares of Company Stock with the value of the Company Stock
          being the fair market value of an equal number of shares of Company
          Stock on the date of payment. 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. A
          fraction of a share and the amounts invested in the Cash Component of
          the Account will be paid in cash. 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."

     4. By substituting the following sentence for the third sentence of Section
8 of the Plan:

          "Deferred Company Stock and dividends (including appreciation or loss)
          thereon will be payable 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 Company Stock and dividends are to be paid."

                                            HOUSEHOLD INTERNATIONAL, INC.


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


ATTEST:


-----------------------------
Kenneth H. Robin
Secretary

(CORPORATE SEAL)