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 participan