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                                                                    EXHIBIT 10.8

                             HOUSEHOLD INTERNATIONAL

                    DEFERRED PHANTOM STOCK PLAN FOR DIRECTORS

         SECTION 1. PURPOSE. The purpose of the Household International Deferred
Phantom Stock Plan for Directors (the "Plan") is to provide non-management
directors (the "Directors") of Household International, Inc. (the "Company")
with the opportunity to defer receipt of phantom Company Common Stock units paid
by the Company to Directors. The Plan is designed to aid the Company in
attracting and retaining as members of its Board of Directors persons whose
abilities, experience and judgment can contribute to the well-being of the
Company.

         SECTION 2. EFFECTIVE DATE. The effective date of this Plan is July 11,
1995. The Plan was subsequently amended on January 9, 1996, July 9, 1996,
January 14, 1997, September 8, 1997, September 1, 1999 and September 9, 2003.

         SECTION 3. ELIGIBILITY. Any Director of the Company serving on the
Board as of January 14, 1997, who is not deemed to be an employee of the Company
or any subsidiary thereof will participate in the Plan.

         SECTION 4. DEFERRED COMPENSATION ACCOUNT. An unfunded deferred
compensation account (the "Account") has been established for each Director.

         SECTION 5. TIME OF ELECTION OF DEFERRAL. Except as set forth herein, a
Designation of Beneficiary and Account Distribution Form (the "Forms"), must be
filed with the Secretary of the Company.

         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, as of March 28, 2003, 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. After March 28, 2003, 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.

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         SECTION 7. VALUE OF DEFERRED COMPENSATION ACCOUNTS. The value of each
participant's Account shall include deferred phantom Company Common Stock units
and dividends credited thereon, pursuant to Section 6 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 the 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.

         SECTION 8. PAYMENT OF DEFERRED COMPENSATION. All such payments
accumulated under this Plan will be made as soon as practicable following the
date on which a Director leaves the Board of Directors. A participant may elect
to receive the value of his or her deferred compensation at a later date, but
such date may not be prior to the date on which a Director leaves the Board of
Directors. 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. If a participant elects to receive payment from his or
her Account in installments, the participant's Account will continue to accrue
dividends (and appreciation or loss) during the installment period. Dividends
credited to a participant's Account during the installment period will be paid
on the next installment payment date.

         SECTION 9. CHANGE IN CONTROL. A `Change in Control' shall be deemed to
occur when and if:

         (a)      Any "person" (as defined in Section 13(d) and 14(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")), excluding for this purpose the Company and any
                  subsidiary of the Company, or any employee benefit plan of the
                  Company or any subsidiary of the Company, or any person or
                  entity organized, appointed or established by the Company for
                  or pursuant to the terms of such plan which acquires
                  beneficial ownership of voting securities of the Company, is
                  or becomes the "beneficial owner" (as defined in Rule 13d-3
                  under the Exchange Act) directly or indirectly of

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                  securities of the Company representing twenty percent (20%) or
                  more of the combined voting power of the Company's then
                  outstanding securities; provided, however, that no Change in
                  Control shall be deemed to have occurred as the result of an
                  acquisition of securities of the Company by the Company which,
                  by reducing the number of voting securities outstanding,
                  increases the direct or indirect beneficial ownership interest
                  of any person to twenty percent (20%) or more of the combined
                  voting power of the Company's then outstanding securities, but
                  any subsequent increase in the direct or indirect beneficial
                  ownership interest of such a person in the Company shall be
                  deemed a Change in Control; and provided further that if the
                  Board of Directors of the Company determines in good faith
                  that a person who has become the beneficial owner directly or
                  indirectly of securities of the Company representing twenty
                  percent (20%) or more of the combined voting power of the
                  Company's then outstanding securities has inadvertently
                  reached that level of ownership interest, and if such person
                  divests as promptly as practicable a sufficient amount of
                  securities of the Company so that the person no longer has a
                  direct or indirect beneficial ownership interest in twenty
                  percent (20%) or more of the combined voting power of the
                  Company's then outstanding securities, then no Change in
                  Control shall be deemed to have occurred; or

         (b)      During any period of two (2) consecutive years (not including
                  any period prior to September 1, 1999), individuals who at the
                  beginning of such two-year period constitute the Board of
                  Directors of the Company and any new director or directors
                  (except for any director designated by a person who has
                  entered into an agreement with the Company to effect a
                  transaction described in subparagraph (a), above, or
                  subparagraph (c), below) whose election by the Board or
                  nomination for election by the Company's shareholders was
                  approved by a vote of at least two-thirds of the directors
                  then still in office who either were directors at the
                  beginning of the period or whose election or nomination for
                  election was previously so approved, cease for any reason to
                  constitute at least a majority of the Board (such individuals
                  and any such new directors being referred to as the "Incumbent
                  Board"); or

         (c)      Consummation of (1) an agreement for the sale or disposition
                  of the Company or all or substantially all of the Company's
                  assets, (2) a plan of merger or consolidation of the Company
                  with any other corporation, or (3) a similar transaction or
                  series of transactions involving the Company (any transaction
                  described in parts (1) through (3) of this subparagraph (c)
                  being referred to as a "Business Combination"), in

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                  each case unless after such a Business Combination (x) the
                  shareholders of the Company immediately prior to the Business
                  Combination continue to own, directly or indirectly, more than
                  sixty percent (60%) of the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors of the new (or continued) entity
                  (including, but not by way of limitation, an entity which as a
                  result of such transaction owns the Company or all or
                  substantially all of the Company's former assets either
                  directly or through one or more subsidiaries) immediately
                  after such Business Combination, in substantially the same
                  proportion as their ownership of the Company immediately prior
                  to such Business Combination, (y) no person (excluding any
                  entity resulting from such Business Combination or any
                  employee benefit plan (or related trust) of the Company or of
                  such entity resulting from such Business Combination)
                  beneficially owns, directly or indirectly, twenty percent
                  (20%) or more of the then combined voting power of the then
                  outstanding voting securities of such entity, except to the
                  extent that such ownership existed prior to the Business
                  Combination, and (z) at least a majority of the members of the
                  board of directors of the entity resulting from such Business
                  Combination were members of the Incumbent Board at the time of
                  the execution of the initial agreement, or of the action of
                  the Board, providing for such Business Combination; or

         (d)      A tender offer is made for thirty percent (30%) of more of the
                  Company's Common Stock, which tender offer has not been
                  approved by the Board of Directors of the Company; or

         (e)      Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

         Notwithstanding any other provision of the Plan, if a Change of Control
occurs, then the Company shall create a trust or take such other actions as are
appropriate to protect each participant's Account.

         SECTION 10. DESIGNATION OF BENEFICIARY. A participant may designate a
beneficiary or beneficiaries which shall be effective upon filing written notice
with the Secretary of the Company on the form provided for that purpose. If no
beneficiary is designated, the beneficiary will be the participant's estate. If
more than one beneficiary statement has been filed, the beneficiary or
beneficiaries designated in the statement bearing the most recent date will be
deemed the valid beneficiary or beneficiaries.

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         SECTION 11. DEATH OF PARTICIPANT OR BENEFICIARY. In the event of a
participant's death before he or she has received the full value of his or her
Account, the then current value of the participant's Account shall be determined
as of the day immediately following death and such amount shall be paid to the
beneficiary or beneficiaries of the deceased participant as soon as practicable
thereafter in cash in a lump sum. If no designated beneficiary has been named or
survives the participant, the beneficiary will be the participant's estate.

         SECTION 12. PARTICIPANT'S RIGHTS UNSECURED. The right of any
participant or beneficiary to receive payment under the provisions of the Plan
shall be an unsecured claim against the general assets of the Company, and no
provisions contained in the Plan shall be construed to give any participant or
beneficiary at any time a security interest in the Account or any other assets
of the Company.

         SECTION 13. STATEMENT OF ACCOUNT. Statements will be sent to
participants quarterly as to the value of their Accounts as of the 15th day of
January, April, July and October for each year in which their is Account
activity.

         SECTION 14. ASSIGNABILITY. No right to receive payments hereunder shall
be transferable or assignable by a participant or a beneficiary, except by will
or by the laws of descent and distribution.

         SECTION 15. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Compensation Committee of the Board of Directors of the Company. The
Committee shall conclusively interpret the provisions of the Plan and shall make
all determinations under the Plan. The Committee shall act by vote or written
consent of a majority of its members.

         SECTION 16. AMENDMENT OR TERMINATION OF PLAN. This Plan may at anytime
or from time to time be amended, modified or terminated by the Board of
Directors of the Company. No amendment, modification or termination shall,
without the consent of a participant, adversely affect such participant's
accruals.

         SECTION 17. GOVERNING LAW. This Plan shall be governed by and construed
in accordance with the laws of the State of Illinois.

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