<PAGE>
EXHIBIT 10.10
FIRST AMENDMENT
OF
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, amendment of the Plan is now considered desirable;
NOW, THEREFORE, pursuant to the power reserved to the
Compensation Committee under Section 17 of
the Plan and resolutions adopted by
the Compensation Committee on November 9
and by the Board of Directors of the
Company on November 10, 1998, the Plan is
hereby amended, effective as of
December 1, 1998, by substituting the
following for Section 22 of the Plan:
"Section 22. 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
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;
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(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
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 the foregoing, this Plan
shall constitute a "Contract" and a
participant shall be an "Executive" within
the meaning of the Household
International, Inc. Grantor Trust Agreement
for Employees and Former Employees,
as may from time to time be amended (such
trust and any successor thereto or
replacement thereof, the "Grantor Trust").
Upon the occurrence of a Funding Date
(as defined in the Grantor Trust), the
Company shall pay to the Grantor Trust
the amounts required thereby with respect
to the benefits hereunder and take
such other actions as
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are appropriate to protect such benefits.
If the Grantor Trust is terminated or
amended in a manner adverse to a
participant, then upon a Change in Control (as
defined in Section 4.01 of the Grantor
Trust) the Company shall establish a
replacement trust in form and substance
reasonably acceptable to a participant
and shall deliver to the replacement trust
cash of a value sufficient to provide
for the payment of all accrued benefits
under this Plan."
HOUSEHOLD
INTERNATIONAL, INC.
By /s/ George A. Lorch
---------------------------------------
George A. Lorch
Chair, Compensation Committee
Dated: December
16, 1998
ATTEST:
/s/ Kenneth H. Robin
---------------------------
Kenneth H. Robin
Secretary
(CORPORATE SEAL)
<PAGE>
SECOND AMENDMENT OF THE HOUSEHOLD INTERNATIONAL
NON-QUALIFIED DEFERRED COMPENSATION PLAN
WHEREAS, pursuant to the Agreement and Plan of Merger by and among
HSBC
Holdings plc ("HSBC"), Household
International, Inc. (the "Company") and H2
Acquisition Corporation, dated as of
November 14, 2002 (the "Merger Agreement"),
HSBC agreed to cause the surviving
corporation in the transactions contemplated
by the Merger Agreement (the "Merger") to
honor the accrued benefits under each
of the Company's non-qualified and deferred
compensation plans; and
WHEREAS, as required by the Merger Agreement, the Company has taken
the
necessary action so that the Company is not
required to fund or otherwise set
aside cash or other assets to provide for
benefits under the Company's
non-qualified and deferred compensation
plans as a result of or in connection
with the Merger;
NOW THEREFORE, pursuant to Section 17 the Household
International
Non-Qualified Deferred Compensation Plan
(the "Plan") and the resolutions
adopted by the Compensation Committee and
the Board of Directors of the Company
on November 12, 2002, the Plan be and is
amended, effective as of November 12,
2002, by adding the following new sentence
at the end of Section 22 of the Plan:
"Notwithstanding any other provision of the Plan to the
contrary, the transactions (the "Merger") contemplated by the
Agreement and Plan of Merger by and among HSBC Holdings plc,
the Company and H2 Acquisition Corporation, dated as of
November 14, 2002 (the "Merger Agreement"), including, without
limitation, the execution of the Merger Agreement and related
documents, the announcement of the transactions contemplated
by the Merger Agreement, any change in the composition of the
Board of Directors of the Company resulting from the Merger,
shareholder approval of the Merger, the acquisition of stock
ownership or conversion of Company common stock or other
Company securities in connection with the Merger, or other
actions, transactions or consequences of any nature
whatsoever, whether viewed in isolation or in the aggregate,
occurring in connection with or resulting from the
transactions contemplated by the Merger Agreement or the
Merger, shall not constitute a "Funding Date" for any purpose
of the Grantor Trust or the Plan or require the funding of the
Grantor Trust or the establishment and funding of a
replacement trust."
[Signature Page Follows]
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Except as expressly modified hereby, the terms and provisions
of the Plan shall remain in full force and
effect.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ Colin P. Kelly
-------------------------------
Name: Colin P. Kelly
Title: Executive Vice President -
Administration
Dated: February 10,
2003
ATTEST:
By: /s/ Kenneth H. Robin
----------------------------------------
Name: Kenneth H. Robin
Title: Secretary
(CORPORATE SEAL)
<PAGE>
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 bas
