FORM OF SUPPLEMENTAL INDENTURE

Exhibit 4.2

Eighth Supplemental Indenture

     EIGHTH SUPPLEMENTAL INDENTURE, dated as of      , 2005 (the “Supplemental Indenture”), between HSBC Finance Corporation, a Delaware corporation (the “Company”), and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”) under the Indenture dated as of May 15, 1995 between the Company and the Trustee (the “Indenture”).

     WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for the future issuance of the Company’s unsecured junior subordinated debt securities, to be issued from time to time in one or more series as might be determined by the Company under the Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture;

     WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its debt securities to be known as its      % Junior Subordinated Deferrable Interest Notes due      , 2035 (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

     WHEREAS, Household Capital Trust IX, a Delaware statutory business trust (the “Trust”), intends to offer to the public $        aggregate liquidation amount of its      % Trust Preferred Securities (the “Preferred Securities”) and intends to issue to the Company, as sponsor, its      % Trust Common Securities (the “Common Securities”, and together with the Preferred Securities, the “Trust Securities”), representing undivided beneficial interests in the assets of the Trust and proposes to invest the proceeds from such offering in $        aggregate principal amount of the Notes; and

     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects:

     NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I

Definitions

      Section 1.1 Definition of Terms.

     Unless the context otherwise requires:

	(a)		a term defined in the Indenture has the same meaning when used in this Supplemental Indenture;
	(b)		a term defined anywhere in this Supplemental Indenture has the same meaning throughout;
	(c)		the singular includes the plural and vice versa;
	(d)		a reference to a Section or Article is to a Section or Article of this Supplemental Indenture;
	(e)		headings are for convenience of reference only and do not affect interpretation;
	(f)		the following terms have the meanings given to them in the Declaration: (i) Clearing Agency (ii) Delaware Trustee; (iii)Dissolution Tax Opinion; (iv) No Recognition Opinion; (v) Pricing Agreement; (vi) Property

			Trustee; (vii) Preferred Security Certificate; (viii) Redemption Tax Opinion; (ix) Regular Trustees; (x) Special Event; (xi) Tax Event; and (xii) Underwriting Agreement); and
	(g)		the following terms have the meanings given to them in this Section l.l(g):

“Additional Interest” has the meaning set forth in Section 2.5(c).

“Compounded Interest” has the meaning set forth in Section 4.1.

“Coupon Rate” has the meaning set forth in Section 2.5(a).

“Declaration” means the Amended and Restated Declaration of Trust of Household Capital Trust IX, a Delaware business trust, dated as of      , 2005.

“Deferred Interest” has the meaning set forth in Section 4.1.

“Dissolution Event” means that as a result of the occurrence and continuation of a Special Event, the Trust is to be dissolved in accordance with the Declaration and the Notes held by the Trustee are to be distributed to the holders of the Trust Securities issued by the Trust pro rata in accordance with the Declaration.

“Extended Interest Payment Period” has the meaning set forth in Section 4.1.

“Interest Payment Date” has the meaning set forth in Section 2.5(a).

“Maturity Date” means      , 2035, or such other earlier date as may be determined by the Company pursuant to Section 3.4 herein.

“Ministerial Action” has the meaning set forth in Section 3.1.

“90 Day Period” has the meaning set forth in Section 3.1.

“Non Book Entry Preferred Securities” has the meaning set forth in Section 2.4(b).

“Paying Agent” means J.P. Morgan Trust Company, National Association, until a successor paying agent has been appointed and has accepted such appointment.

“Redemption Price” has the meaning set forth in Section 3.1.

ARTICLE II
General Terms And Conditions Of
The Notes

      Section 2.1 Designation and Principal Amount.

     There is hereby authorized a series of debt securities designated the “    % Junior Subordinated Deferrable Interest Notes due      , 2035”, limited in aggregate principal amount to $    , which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 2.02 of the Indenture.

Section 2.2 Maturity.

     The Maturity Date will be      , 2035, or such other earlier date as may be determined by the Company pursuant to Section 3.4 herein, and the date on which the Notes mature and on which the principal shall be due and payable together with all accrued and unpaid interest thereon.

      Section 2.3 Form And Payment.

     Except as provided in Section 2.4, the Notes shall be issued in fully registered certificated form without interest coupons. Principal and interest on the Notes issued in certificated form will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Note Register. Notwithstanding the foregoing, so long as the registered Holder of any Notes is the Property Trustee, the payment of the principal of (and premium, if any) and interest on such Notes held by the Property Trustee will be made by wire transfer at such place and to such account as may be designated by the Property Trustee.

      Section 2.4 Depository Note.

     In connection with a Dissolution Event;

	(a)		the Notes in certificated form may be presented to the Trustee by the Property Trustee in exchange for a Depository Note in an aggregate principal amount equal to all Outstanding Notes, to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Depository Note in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Supplemental Indenture. Payments on the Notes issued as a Depository Note will be made to the Depository; and
	(b)		if any Preferred Securities are held in non book-entry certificated form, the Notes in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee (“Non Book-Entry Preferred Securities”) will be deemed to represent beneficial interests in Notes presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Note registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Supplemental Indenture. On issue of such Notes, Notes with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.

      Section 2.5 Interest.

(a)

Each Note will bear interest at the rate of      % per annum (the “Coupon Rate”) from the original date of issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded quarterly and payable (subject to the provisions of Article IV) quarterly in arrears on      ,        ,     and     of each year (each, an “Interest Payment Date”), commencing on      , 2006 to the person in whose name such Note or any predecessor Note is registered, at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on the

			Business Day next preceding that Interest Payment Date. If pursuant to the provisions of Section 2.11(c) of the Indenture the Notes are no longer represented by a Depository Note, the Company may select a Regular Record Date for such interest installment which shall be any date at least fifteen days before an Interest Payment Date.
	(b)		The amount of interest payable for any period will be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day months and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.
	(c)		If at any time while the Property Trustee is the Holder of any Notes, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional interest (“Additional Interest”) on the Notes held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties assessments or other governmental charges will be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other government charges been imposed.

ARTICLE III
Redemption Of The Notes And
Acceleration Of Maturity

      Section 3.1 Tax Event Redemption.

     If a Tax Event has occurred and is continuing and:

	(a)		the Company has received a Redemption Tax Opinion; or
	(b)		after receiving a Dissolution Tax Opinion, the Regular Trustees shall have been informed by tax counsel rendering the Dissolution Tax Opinion that a No Recognition Opinion cannot be delivered to the Trust,

then, notwithstanding Section 3.2, the Company shall have the right upon not less than 30 days nor more than 60 days notice to the registered Holders of the Notes to redeem the Notes in whole or in part for cash, at the redemption price set forth below, within 90 days following the occurrence of such Tax Event (the “90 Day Period”), provided that, if at the time there is available to the Company the opportunity to eliminate within the 90 Day Period, the Tax Event by taking some ministerial action (“Ministerial Action”), such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Company, the Trust or the Holders of the Trust Securities issued by the Trust, the Company shall pursue such Ministerial Action in lieu of redemption; and provided, further, that the Company shall have no right to redeem the Notes while the Trust is pursuing any Ministerial Action pursuant to its obligations under the Declaration.

     The Redemption Price shall be equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption (the “Redemption Price”).

Section 3.2 Optional Redemption By Company.

	(a)		Subject to the provisions of Article III of the Indenture and to Section 3.2(b) hereof, the Company shall have the right to redeem the Notes, in whole or in part, from time to time, on or after      , 2010, at the Redemption Price. Any redemption pursuant to this paragraph will be made upon not less than 30 nor more than 60 days’ notice to the registered Holder of the Notes, at the Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.2, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption, the Notes are registered as a Depository Note, the Depository shall determine by lot the principal amount of such Notes held by each Holder to be redeemed.
	(b)		If a partial redemption of the Notes would result in the delisting of the Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Notes in whole.

      Section 3.3 No Sinking Fund.

     The Notes are not entitled to the benefit of any sinking fund.

      Section 3.4 Conditional Right to Advance Maturity.

     If a Tax Event has occurred and is continuing the Company shall have the right, prior to dissolution of the Trust, to advance the Maturity Date of the Notes to the minimum extent required in order to allow the Company to deduct the interest payments on the Notes for United States federal income tax purposes; provided, however, the resulting Maturity Date shall not be less than 15 years from the original issuance of the Notes or earlier than      , 2020. The Company may elect to advance the Maturity Date only if it has received an opinion of nationally recognized independent tax counsel to the Company experienced in such matters (which opinion may rely on published revenue rulings of the Internal Revenue Service), to the effect that (i) after the Maturity Date has been advanced, interest paid on the Notes will be deductible by the Company for United States federal income tax purposes and (ii) advancing the Maturity Date will not result in a taxable event to holders of the Preferred Securities.

      Section 3.5 Notice of Advancement of Maturity Date.

     If the Company elects to advance the Maturity Date of the Notes pursuant to Section 3.4, the Company shall give written notice of such election to the Trustee, the Regular Trustees and the Property Trustee, and the Trustee shall give notice to the holders of the Preferred Securities not less than 30 and not more than 60 days prior to the effective date of such election.

ARTICLE IV
Extension Of Interest Payment Perio d

      Section 4.1 Extension of Interest Payment Period.

     The Company shall have the right, at any time during the term of the Notes, from time to time to defer the payment of interest by extending the interest payment period of such Notes for up to 20 consecutive quarters (the “Extended Interest Payment Period”), provided that no Extended Interest Payment Period may extend beyond the Maturity Date of the Notes. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the Coupon Rate, compounded quarterly, for each quarter of the Extended Interest Payment Period (“Compounded Interest”). At the end of the Extended Interest Payment Period the Company shall pay all interest accrued and unpaid on the Notes including any Additional Interest and Compounded Interest (“Deferred Interest”) which shall be payable to the Holders of the Notes in whose names the Notes are registered in the Note Register on the first record date after the end of the Extended Interest Payment Period. Before the termination of any Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such further extensions thereof shall not exceed 20 consecutive quarters and provided further that no Extended Interest Payment Period may

extend beyond the Maturity Date of the Notes. Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof.

      Section 4.2 Notice of Extension.

	(a)		If the Property Trustee is the only registered Holder of the Notes at the time the Company selects an Extended Interest Payment Period, the Company shall give written notice to both the Regular Trustees and the Property Trustee of its selection of such Extended Interest Payment Period one Business Day before the earlier of (i) the next succeeding date on which Distributions on the Trust Securities issued by the Trust are payable, or (ii) the date the Trust is required to give notice of the record date or the date such Distributions are payable to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities issued by the Trust, but in any event at least one Business Day before such record date.
	(b)		If the Property Trustee is not the only Holder of the Notes at the time the Company selects an Extended Interest Payment Period, the Company shall give the Holders of the Notes written notice of its selection of such Extended Interest Payment Period 10 Business Days before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to Holders of the Notes, but in any event at least two Business Days before such record date.
	(c)		The quarter in which any notice is given pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20 quarters permitted in the maximum Extended Interest Payment Period permitted under Section 4.1.

ARTICLE V
Expenses And Guarantee

      Section 5.1 Payment of Expenses.

     In connection with the offering, sale and issuance of the Notes to the Property Trustee in connection with the sale of the Trust Securities by the Trust, the Company shall:

	(a)		pay for all costs and expenses relating to the offering, sale and issuance of the Notes, including commissions to the underwriters payable pursuant to the Underwriting Agreement and the Pricing Agreement and compensation of the Trustee under the Indenture in accordance with the provisions of Section 8.07 of the Indenture;
	(b)		pay for all costs and expenses of the Trust (including, but not limited to, costs and expenses relating to the organization of the Trust, the offering, sale and issuance of the Trust Securities (including commissions to the underwriters in connection therewith), the fees and expenses of the Property Trustee and the Delaware Trustee, the costs and expenses relating to the operation
			of the Trust, including without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), travel expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of Trust assets); and
	(c)		pay any and all taxes (other than United States withholding taxes attributable to the Trust or its assets) and all liabilities, costs and expenses with respect to such taxes of the Trust.

ARTICLE VI
Subordination

      Section 6.1 Agreement to Subordinate.

     The Company covenants and agrees, and each Holder of Notes issued hereunder by such Holder’s acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

     The payment by the Company of the principal of, (premium, if any) and interest on all Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article VI shall prevent the occurrence of any default or Event of Default hereunder.

      Section 6.2 Default on Senior Indebtedness.

     In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company, or in the event that the maturity of any Senior Indebtedness of the Company, has been accelerated because of a default, then, in either case, no payment shall be made by the Company with respect to the principal (including redemption payments) of, or premium, if any, or interest on the Notes including payment with respect to any obligation due under the Preferred Securities Guarantee.

     In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the preceding paragraph of this Section 6.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

      Section 6.3 Liquidation; Dissolution; Bankruptcy.

     Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company, shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company, as the case may be, on account of the principal (and premium, if any) or interest on the Notes; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled to receive from the Company, except for the provisions of this Article VI, shall be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company, (pro rata to the holders of the respective amounts of Senior Indebtedness, as calculated by the Company) or their representativ