EXHIBIT 10.9(b)

                                 THIRD AMENDMENT
                                     OF THE
                      HOUSEHOLD INTERNATIONAL NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN

          WHEREAS, Household International, Inc. (the "Company") maintains the
Household International Non-Qualified Deferred Compensation Plan (the "Plan");
and

          WHEREAS, the Plan has been amended and further amendment of the Plan
is now considered desirable;

          NOW, THEREFORE, pursuant to the power reserved to the Compensation
Committee of the Company under Section 17 of the Plan and resolutions adopted by
the Board of Directors of the Company on November 12, 2002, the Plan be and is
amended, effective as of March 28, 2003, by substituting the following for
Section 7 of the Plan:

               "Section 7. Investment. Each deferred compensation account will
          be credited with earnings and/or losses from the date on which
          deferred compensation would initially have been payable until the date
          of payment. Any amounts that are deferred after March 28, 2003 will be
          deemed invested in Fund B, the Treasury Fund. This Fund B 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. Prior
          to March 28, 2003, a participant could elect to have his deferred
          compensation account be a deemed investment in either Fund A or Fund
          B. Fund A was known as the Household International, Inc. Common Stock
          Fund and the value of this Fund A was measured by Household
          International, Inc. common shares, but the value of Fund A is now
          measured by HSBC Holdings plc ordinary shares and is known as the
          Company Stock Fund. Deferred compensation accounts that were invested
          in Fund A, the Company Stock Fund, can remain so invested but any
          future dividends on Company Stock attributable to that Fund A will be
          invested in Fund B.

               "The participant can change his or her investment election as to
          the amount already credited to his account from Fund A to Fund B, but
          not vice versa, 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. 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."

                                               HOUSEHOLD INTERNATIONAL, INC.


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


ATTEST:


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

(CORPORATE SEAL)