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                                                                   EXHIBIT 10.11

                                SECOND AMENDMENT
                                       OF
                      HOUSEHOLD INTERNATIONAL NON-QUALIFIED
             DEFERRED COMPENSATION PLAN FOR RESTRICTED STOCK RIGHTS

         WHEREAS, Household International, Inc. (the "Company") maintains the
Household International Non-Qualified Deferred Compensation Plan for Restricted
Stock Rights (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 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 5
                  of the Plan:

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

         2.       By substituting the following for Sections 7 and 8 of the
                  Plan:

                           "Section 7. Investment. The deferred compensation
                  account of each participant shall have both a Stock Component
                  and a Treasury Fund Component. The Stock Component of each
                  deferred compensation account was credited with shares of
                  Household International, Inc. common stock on the date on
                  which the Household Restricted Stock Rights otherwise would
                  have vested. This investment in Household common stock was
                  later changed to a right to receive HSBC Holdings plc ordinary
                  shares (both the Household common stock and the HSBC ordinary
                  shares being referred to herein as "Company Stock"). Unless
                  the participant has made or makes an election otherwise as
                  outlined below, during the deferral period the Treasury Fund
                  Component of his deferred compensation 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 his deferred compensation account were actual
                  shares of the Company Stock (the "Stock Dividend"). These
                  Stock Dividends credited to the deferred compensation account
                  will be deemed invested in the Treasury Fund which 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. A participant was permitted to make an
                  election prior to October 1, 2002 to receive in cash Stock
                  Dividends attributable to shares of Company Stock deemed to be
                  credited to the participant's deferred

<PAGE>

                  compensation account. Due to the change in the investment of
                  Stock Dividends, a participant will now be given the
                  opportunity to make an election prior to June 1, 2003 to
                  receive, in cash, Stock Dividends attributable to shares of
                  Company Stock deemed to be credited to the participant's
                  deferred compensation account pursuant to a deferral election
                  made on or before March 28, 2003 ("Prior Deferrals"). This new
                  one-time election will apply only to Stock Dividends payable
                  on or after January 1, 2004 with respect to such Prior
                  Deferrals. Cash payments of any Stock Dividends will be
                  disbursed with the regular payroll processed following each
                  dividend payment date on the Company Stock, less the amount of
                  any taxes required to be withheld by any federal, state or
                  local government. There is no guarantee a participant's
                  deferred compensation account will increase in value; the
                  account may decrease in value based on the performance of
                  Company Stock.

                           "Section 8. Payment of Deferral. If a participant
                  elected to defer any year's compensation under this Plan to a
                  specific date other than his or her termination of employment,
                  the value of such year's deferred compensation will be payable
                  in stock with only a fraction of a share and the amounts
                  invested in the Treasury Fund paid in cash on the date
                  specified unless it is paid earlier due to termination of
                  employment. The value of a participant's deferred compensation
                  account will be payable in stock with only a fraction of a
                  share and the amounts invested in the Treasury Fund paid in
                  cash as soon as practicable following the end of the year in
                  which a participant terminates employment unless an earlier
                  date is specified by the participant in his deferral election.
                  All deferred amounts to be paid to a participant in stock
                  pursuant to the Plan are to be paid in shares of Company Stock
                  with the value of such shares 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 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
                  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.

                           "In the event that the participant becomes totally
                  disabled, the Committee, in its absolute discretion, may
                  distribute all or a portion of the participant's deferred
                  compensation account according to a revised payment schedule
                  but, except for a fraction of a share and the amounts invested
                  in the Treasury Fund, distribution must still be paid in
                  Company Stock or HSBC American depositary shares as selected
                  by the participant."

                           HOUSEHOLD INTERNATIONAL, INC.

                           By /s/ George A. Lorch
                              --------------------------

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<PAGE>

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

ATTEST:

/s/ Kenneth H. Robin
------------------------------------
Kenneth H. Robin
Secretary

(CORPORATE SEAL)

                                        3

<PAGE>

                                 FIRST AMENDMENT
                                       OF
                             HOUSEHOLD INTERNATIONAL
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN
                           FOR RESTRICTED STOCK RIGHTS

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

                  WHEREAS, amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, pursuant to the power reserved to the
Compensation Committee under Section 16 of the Plan and a resolution adopted by
the Compensation Committee of the Company on September 10, 2002, the Plan is
hereby amended, effective as of September 10, 2002, by substituting the
following for Section 7 of the Plan:

                  "Section 7. Hypothetical Investment. Each deferred
         compensation account will be credited with hypothetical shares of
         Household stock on the date on which the Household Restricted Stock
         Rights otherwise would have vested. Unless the participant makes an
         election otherwise as outlined below, during the deferral period his
         deferred compensation account will be credited on each dividend payment
         date for the Company's Common Stock with additional hypothetical shares
         of Household stock determined by dividing the aggregate cash dividend
         which would have been paid if the existing hypothetical Household stock
         were actual shares of the Company's Common stock (the "Hypothetical
         Dividend") by the fair market value of the Company's Common Stock as of
         the dividend payment date, computed to four decimal places. For
         purposes of the Plan, the "fair market value" of one share of the
         Company's Common Stock shall be the average of the high and low sale
         prices for a share of such Common Stock for the respective
         determination date. At the time the election of deferral is made in
         accordance with Sections 5 and 6 of this Plan, the participant may
         irrevocably choose to receive in cash any future Hypothetical Dividends
         attributable to that deferral. In addition, a participant may make a
         one-time irrevocable acceleration election prior to October 1, 2002 to
         receive, in cash, Hypothetical Dividends attributable to hypothetical
         shares of Household stock credited to the participant's deferred
         compensation account pursuant to a deferral election made before
         September 1, 2002 ("Prior Deferrals"). This one-time election will
         apply only to Hypothetical Dividends payable on or after April 1, 2003
         with respect to such Prior Deferrals. Cash payments of any Hypothetical
         Dividends will be disbursed with the regular payroll processed
         following each dividend payment date on the Company's Common Stock,
         less the amount of any taxes required to be withheld by any

                                        4

<PAGE>

         federal, state or local government. If no election is made by the
         participant, then hypothetical shares attributable to the Hypothetical
         Dividends will be credited to the participant's deferred compensation
         account. There is no guarantee a participant's deferred compensation
         account will increase in value; the account may decrease in value based
         on the performance of Household stock."

                                         HOUSEHOLD INTERNATIONAL, INC.

                                    By: /s/ George A. Lorch
                                        ---------------------------------
                                        George A. Lorch
                                        Chair, Compensation Committee

Dated: September 10, 2002

ATTEST:

/s/ Kenneth H. Robin
------------------------------
Kenneth H. Robin
Secretary

(CORPORATE SEAL)

                                        5

<PAGE>

                             HOUSEHOLD INTERNATIONAL

                    NON-QUALIFIED DEFERRED COMPENSATION PLAN
                           FOR RESTRICTED STOCK RIGHTS

         Section 1. Purpose. The purpose of this Plan is to provide certain
executives of Household International, Inc. (the "Company") and certain of its
direct and indirect subsidiaries (the Company and such subsidiaries being
referred to as the "Employers") the opportunity to defer receipt of compensation
and provide for future savings of compensation earned in connection with the
vesting of Household Restricted Stock Rights. The provision of such an
opportunity is designed to aid the Company in attracting and retaining as
executives persons whose abilities, experience and judgment can contribute to
the well-being of the Company.

         Section 2. Name, Effective Date. The effective date of this plan known
as the Household International Non-Qualified Deferred Compensation Plan for
Restricted Stock Rights (the "Plan") is September 11, 2001.

         Section 3. Eligibility. Any executive of the Employers who is a
participant in the 1998 Key Executive Bonus Plan and has outstanding Restricted
Stock Rights for Household International, Inc. Common Stock, $1.00 par value
("Household stock") is eligible to participate in this Plan.

         Section 4. Deferred Compensation Account. An unfunded deferred
compensation account shall be established for each person who elects to
participate in the Plan.

         Section 5. Amount of Deferral. In the calendar year prior to the
scheduled vesting of Household Restricted Stock Rights on a date at least six
months prior to the date the participant's Restricted Stock Rights are scheduled
to vest, the participant can make an irrevocable election to defer the right to
receive all or a portion of the stock that would otherwise be paid to the
participant upon the scheduled vesting of the Restricted Stock Rights. The
Household stock as to which an election is made will be credited to the
participant's deferred compensation account on the date such stock would
otherwise have been initially vested.

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<PAGE>

         Section 6. Election of Deferral. An election to defer the right to
receive stock under this Plan shall be made on forms provided by the
Compensation Committee of the Board of Directors of the Company (the
"Committee") for that purpose and shall be effective on the date indicated, but
not before the date filed with the Committee.

         If a participant has failed to select a deferred distribution date for
a deferral or if he terminates employment before such deferred distribution
date, then distribution of such deferred compensation account will be made as
soon as practicable in the calendar year following the date of the participant's
termination of employment. The earliest deferred distribution date specified by
the participant for any deferral under this Plan must be at least two years
after the calendar year in which the vesting of Restricted Stock Rights
otherwise would have occurred. The election shall be irrevocable upon receipt by
the Committee.

         Section 7. Hypothetical Investment. Each deferred compensation account
will be credited with hypothetical shares of Household stock on the date on
which the Household Restricted Stock Rights otherwise would have vested. During
the deferral period, the deferred compensation account will be credited on each
dividend payment date for the Company's Common Stock with additional
hypothetical shares of Household stock determined by dividing the aggregate cash
dividend which would have been paid if the existing Household stock were actual
shares of the Company's Common stock by the fair market value of the Company's
Common Stock as of the dividend payment date, computed to four decimal places.
For purposes of the Plan, the "fair market value" of one share of the Company's
Common Stock shall be the average of the high and low sale prices for a share of
such Common Stock for the respective determination date. There is no guarantee a
participant's deferred compensation account will increase in value; the account
may decrease in value based on the performance of Household stock.

         Section 8. Payment of Deferral. If a participant elected to defer any
year's compensation under this Plan to a specific date other than his or her
termination of employment, the value of such year's deferred compensation will
be payable in stock with only fractional shares paid in cash on the date
specified unless it is paid earlier due to termination of employment. The value
of a participant's deferred compensation account will be payable in stock with
only fractional

                                        7

<PAGE>

shares paid in cash as soon as practicable following the end of the year in
which a participant terminates employment unless an earlier date is specified by
the participant in his deferral election. All deferred amounts to be paid to a
participant pursuant to the Plan are to be paid in shares of Household stock
with the value of such shares being the fair market value of an equal number of
shares of Household stock on the date of payment.

         In the event that the participant becomes totally disabled, the
Committee, in its absolute discretion, may distribute all or a portion of the
participant's deferred compensation account according to a revised payment
schedule but it must still be paid in stock.

         Section 9. Withholding. Subject to the following sentence, there shall
be deducted from all deferrals and payments under this Plan the amount of any
taxes required to be withheld by any federal, state or local government unless
these amounts are paid in cash by the participant. However, for any taxes
required to be withheld by any federal, state or local government in connection
with a deferral, these amounts must be paid in cash immediately after the
vesting date and not by reducing the shares otherwise credited to the
participant's account. The participants and their beneficiaries, distributees,
and personal representatives will bear any and all federal, foreign, state,
local or other income or other taxes imposed on amounts deferred or paid under
this Plan.

         Section 10. Designation of Beneficiary. A participant may designate a
beneficiary or beneficiaries which shall be effective upon filing written notice
with the Committee on the form provided by the Committee 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.

         Section 11. Death of Participant or Beneficiary. In the event of a
participant's death before he has received the full value of his deferred
compensation account, the then current value of the participant's deferred
compensation account shall be determined and such amount shall be paid to the
beneficiary or beneficiaries of the deceased participant as soon as practicable
thereafter in stock with only fractional shares paid in cash. If no designated
beneficiary has been named or survives the participant, the beneficiary will be
the participant's estate.

                                        8

<PAGE>

         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 any
successor company in the event of a merger, consolidation, reorganization or any
other event which causes the Company's assets or business to be acquired by
another company. No provisions contained in the Plan shall be construed to give
any participant or beneficiary at any time a security interest in the deferred
compensation account or any other assets of the Company. Upon deferral under
this Plan, a participant gives up his right to receive stock that otherwise
would have been issued as a consequence of vesting of Restricted Stock Rights
and receives, instead, the contractual right to an unfunded deferred
compensation account equal in value to the value of the stock that otherwise
would have been received.

         Section 13. Statement of Account. Statements will be sent to
participants following the end of each year as to the value of their deferred
compensation accounts as of December 31st of such year.

         Section 14. Assignability. No right to receive payments hereunder shall
be transferable or assignable by a participant or a beneficiary.

         Section 15. Administration of the Plan. The Plan shall be administered
by the Committee. The Committee shall conclusively interpret the provisions of
the Plan, decide all claims, and shall make all determinations under the Plan.
The Committee shall act by vote or written consent of a majority of its members.
The Committee may authorize the appointment of an agent to perform recordkeeping
and other administrative duties with respect to the Plan.

         Section 16. Amendment or Termination of Plan. This Plan may at any time
or from time to time be amended, modified or terminated by the Committee. No
amendment, modification or termination shall, without the consent of a
participant, adversely affect such participant's accruals on his prior
elections. Rights accrued prior to termination of the Plan will not be canceled
by termination of the Plan.

         Section 17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

         Section 18. Payment of Certain Costs of the Participant. If a dispute
arises regarding the interpretation or enforcement of this Plan and the
participant (or, in the event of his death, his

                                        9

<PAGE>

beneficiary) obtains a final judgment in his favor from a court of competent
jurisdiction from which no appeal may be taken, whether because the time to do
so has expired or otherwise, or his claim is settled by the Company prior to the
rendering of such a judgment, all reasonable legal and other professional fees
and expenses incurred by the participant in contesting or disputing any such
claim or in seeking to obtain or enforce any right or benefit provided for in
this Plan or in otherwise pursuing his claim will be promptly paid by the
Company with interest thereon at the highest Illinois statutory rate for
interest on judgments against private parties from the date of payment thereof
by the participant to the date of reimbursement to him by the Company.

         Section 19. Securities Law. With respect to participants subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable provisions of Rule 16b-3 or its successor under the
Securities Exchange Act of 1934. To the extent any provision of the Plan or
action by the Committee or its designee fails to so comply, it shall be deemed
null and void.

         Section 20. Change in Control. A "Change in Control " shall be deemed
to have occurred if:

         (1)      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 or 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 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

                                       10

<PAGE>

                  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;

         (2)      During any period of two (2) consecutive years (not including
                  any period prior to December 1, 1998) 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 (1), above, or
                  subparagraph (3), below) whose election by the Board or
                  nomination for election by the Company's stockholders 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");

         (3)      Consummation of (x) an agreement for the sale or disposition
                  of the Company or all or substantially all of the Company's
                  assets, (y) a plan of merger or consolidation of the Company
                  with any other corporation, or (z) a similar transaction or
                  series of transactions involving the Company (any transaction
                  described in parts (x) through (z) of this subparagraph (3)
                  being referred to as a "Business Combination"), in each case
                  unless after such a Business Combination (I) the stockholders
                  of the Company immediately prior to the Business Combination
                  continue to own, directly or

                                       11

<PAGE>

                  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, (II)
                  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 (III) 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

         (4)      Approval by the stockholders 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 deferred compensation account.

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