HSBC FinCorp Restated10Q1 Q2

HSBC Holdings PLC
31 March 2005

PART 3

The usual form of distribution is a lump sum. However, at the time of deferral,
a participant is eligible to select an optional form of distribution consisting
of annual installments of up to 10 years if he or she has or will have 10 years
of Company service as of the date such installments begin. Notwithstanding the
foregoing, if at initial valuation the amount to be distributed (i.e., a common
distribution date and a common installment method) is less than $25,000, then
distribution will be in a lump sum. The method of distribution (from one form of
installments to another form of installments or to a lump sum and vice versa)
can be changed by filing a form with the Committee at least 12 months prior to
the distribution date. However, subject to Section 18, the election to receive a
Plan Year's deferrals at termination of employment or at some future date while
employed is irrevocable.

SECTION 9.  Hypothetical Investment.  Each deferred compensation account for a
particular Plan Year will be credited with earnings from the date on which
deferred compensation is credited to the account until the date of payment. The
participant can elect to have the amount credited to his or her account for a
particular Plan Year invested hypothetically in various benchmark funds. The
benchmark funds that initially will be available under the Plan are as follows:
1) Van Kampen Real Estate Securities - A Shares 2) Oppenheimer Global - A Shares
3) AIM Small Cap Growth - Class A 4) HSBC Investor Small Cap Equity - Class Y 5)
Fidelity Advisor Mid Cap Stock - Class A 6) Dreyfus S&P 500 Index 7) HSBC
Investor Growth & Income - Class Y 8) HSBC Investor Fixed Income - Class Y 9)
HSBC Investor Money Market - Class Y. The benchmark funds may be subsequently
changed by the Committee or its delegate as it sees fit. In the absence of an
investment election for a Plan Year, the participant's deferred compensation
account balance for that Plan Year will be deemed invested in the HSBC Investor
Money Market - Class Y.

The participant can change his or her investment election as to the amount for a
particular Plan Year already credited or to be credited to his or her account in
whole percentages on a monthly basis by filing an appropriate election form with
the Committee by the 25th day of the month prior to the first day of the month
in which the election is to be effective. Each Plan Year of deferrals may have a
separate investment allocation. There is no guarantee a participant's deferred
compensation account deemed invested in a particular benchmark fund will
increase; amounts may decrease based on the performance of the benchmark fund.

                                        2

SECTION 10.  Prior Plan Deferrals.  Amounts that were previously deferred by a
participant for a Plan Year under the Prior Plan and which have not been
distributed as of the Effective Date will be credited to the participant's
deferred compensation account under this Plan known as the Prior Plan Balance.
Amounts credited to the Prior Plan Balance for any prior plan year will be
distributed according to the participant's previous deferral election for that
plan year under the Prior Plan subject to the participant's right to change the
manner of distribution in accordance with Section 8, if eligible. The amounts
credited to the participant's account under the Prior Plan which were
hypothetically invested in Fund A (the Stock Fund) shall continue to be
hypothetically invested in such Stock Fund until such time as the participant
elects to have such amounts transferred to one or more of the benchmark funds
offered under the Plan but no deemed dividends on such amounts nor new deferrals
nor transfers from other benchmark funds can be hypothetically invested in the
Stock Fund. However, any amounts that are credited or would be credited to the
participant's account under the Prior Plan invested in Fund B (the Treasury
Fund) will be invested in the HSBC Investor Money Market - Class Y. The
participant may make an election to have amounts representing the Prior Plan
Balance for each prior plan year invested hypothetically in the benchmark
investment funds offered under this Plan and the investment election for any
plan year can be changed from time to time in accordance with Section 9.

SECTION 11.  Value of Deferred Compensation Accounts.  The value of each
participant's deferred compensation account shall include compensation deferred,
adjusted for any increase or decrease thereon, pursuant to Section 9 of the
Plan.

SECTION 12.  Payment of Deferral.  Subject to Section 18, a distribution may be
made from the participant's deferred compensation account as soon as practicable
in the calendar year following the date of the termination of the participant's
employment, including retirement due to disability, unless an earlier date for
distribution while employed is specified by the participant in his or her
election to defer compensation or in the event of the participant's death. If a
participant elected to defer any Plan Year's compensation to a specific date
while employed, such Plan Year's deferred compensation and earnings or losses
thereon will be payable in cash in a lump sum or installments, if applicable, on
the date specified unless it is paid earlier due to termination of employment or
death. If a participant terminates employment, including retirement due to
disability, for a reason other than death, before the date chosen for
distribution, then distribution will occur in the calendar year following
termination. The account balance will be distributed in the same form of
distribution elected for termination of employment subject to the minimum
requirements for installments. If a participant terminates employment while
receiving in-service installments, then the remaining installments will be
distributed as they fall due.

SECTION 13.  Withholding.  There shall be deducted from all deferrals and
payments under the Plan the amount of any taxes required to be withheld by any
federal, state or local government. 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 the Plan.

SECTION 14.  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 a
Participant is married and has not designated his or her spouse as the sole
primary beneficiary of his or her account, then such spouse must provide written
consent to the participant's beneficiary designation form or else the account
will be paid to such spouse, if living, upon the death of the participant. 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 15.  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
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 cash in a lump sum. If no designated beneficiary has
been named or survives the participant, the beneficiary will be the
participant's estate.

                                        3

SECTION 16.  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.

SECTION 17.  Statement of Account.  Statements will be sent to participants
following the end of each calendar quarter reflecting the value of their
deferred compensation accounts as of the end of that quarter. The accounts will
be valued daily but recorded monthly.

SECTION 18.  Hardship Withdrawals.  Notwithstanding anything in this Plan to the
contrary, a participant may request a hardship withdrawal of all or a portion of
the balance of his or her deferred compensation account by filing a written
request with the Committee in a form acceptable to the Committee for that
purpose. A hardship withdrawal will be granted on a limited basis and only due
to the participant's or dependant's illness or accident, casualty loss of the
participant's property or similar circumstances arising out of events beyond the
control of the participant. A participant requesting a hardship withdrawal will
be requested to submit documentation of the hardship and proof that the loss is
not covered by other means. This request may be granted, solely in the absolute
discretion of the Committee. No member of the Committee may vote on, or
otherwise influence, a decision of the Committee concerning his or her request
for a hardship withdrawal. A hardship withdrawal by a participant shall have no
effect on any amounts remaining in the participant's account and shall not have
any effect on any current or future deferral election after the hardship
withdrawal.

SECTION 19.  Assignability.  No right to receive payments hereunder shall be
transferable or assignable by a participant or a beneficiary.

SECTION 20.  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.

SECTION 21.  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 or her prior
elections. Rights accrued prior to termination of the Plan will not be canceled
by termination of the Plan.

SECTION 22.  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 or her death, his or her beneficiary) obtains a final
judgment in his or her 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 or her 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 the 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 or her by the Company.

                                        4

                                                                      EXHIBIT 12

            COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

                                                           SIX MONTHS     MARCH 29       JANUARY 1
                                                              ENDED        THROUGH        THROUGH
                                                            JUNE 30,      JUNE 30,       MARCH 28,
                                                              2004          2003           2003
----------------------------------------------------------------------------------------------------
                                                           (SUCCESSOR)   (SUCCESSOR)   (PREDECESSOR)
                                                           (RESTATED)    (RESTATED)
                                                                         (IN MILLIONS)
Net income...............................................   $    903      $    743       $    246
Income tax expense.......................................        466           402            182
                                                            --------      --------       --------
Income before income tax expense.........................      1,369         1,145            428
                                                            --------      --------       --------
Fixed charges:
  Interest expense(1)....................................      1,415           708            898
  Interest portion of rentals(2).........................         27            11             18
                                                            --------      --------       --------
Total fixed charges......................................      1,442           719            916
                                                            --------      --------       --------
Total earnings as defined................................   $  2,811      $  1,864       $  1,344
                                                            ========      ========       ========
Ratio of earnings to fixed charges.......................       1.95          2.59           1.47(4)
Preferred stock dividends(3).............................         54            33             32
Ratio of earnings to combined fixed charges and preferred
  stock dividends........................................       1.88          2.48           1.42(4)

---------------

(1) For financial statement purposes for the periods January 1 through March 28,
    2003 and March 29 through June 30, 2003, these amounts are reduced for
    income earned on temporary investment of excess funds, generally resulting
    from over-subscriptions of commercial paper issuances.

(2) Represents one-third of rentals, which approximates the portion representing
    interest.

(3) Preferred stock dividends are grossed up to their pretax equivalents.

(4) The ratios for the period January 1 through March 28, 2003 have been
    negatively impacted by $167 million (after-tax) of HSBC acquisition related
    costs and other merger related items incurred by Household. Excluding these
    charges, our ratio of earnings to fixed charges would have been 1.69 and our
    ratio of earnings to combined fixed charges and preferred stock dividends
    would have been 1.63. These non-GAAP financial ratios are provided for
    comparison of our operating trends only.

                                                                      EXHIBIT 31

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William F. Aldinger, Chairman and Chief Executive Officer of HSBC Finance
Corporation (formerly known as Household International, Inc.), certify that:

     1. I have reviewed this amended report on Form 10-Q/A of HSBC Finance
Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

          a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

          c) disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

          a) all significant deficiencies and material weaknesses in the design
     or operation of internal controls over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

                                          /s/ William F. Aldinger
                                          --------------------------------------
                                          William F. Aldinger
                                          Chairman and Chief Executive Officer

Date: March 31, 2005

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Simon C. Penney, Senior Executive Vice President and Chief Financial Officer
of HSBC Finance Corporation (formerly known as Household International, Inc.),
certify that:

     1. I have reviewed this amended report on Form 10-Q/A of HSBC Finance
Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

          a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

          c) disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

          a) all significant deficiencies and material weaknesses in the design
     or operation of internal controls over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

                                          /s/ Simon C. Penney
                                          --------------------------------------
                                          Simon C. Penney
                                          Senior Executive Vice President and
                                          Chief Financial Officer

Date: March 31, 2005

                                                                      EXHIBIT 32

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended Quarterly Report of HSBC Finance Corporation,
formerly known as Household International, Inc. (the "Company"), on Form 10-Q/A
for the period ending June 30, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, William F. Aldinger, Chairman
and Chief Executive Officer of HSBC Finance Corporation, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                                                /s/ WILLIAM F. ALDINGER
                                          --------------------------------------
                                          William F. Aldinger
                                          Chairman and Chief Executive Officer
                                          March 31, 2005

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended Quarterly Report of HSBC Finance Corporation,
formerly known as Household International, Inc. (the "Company"), on Form 10-Q/A
for the period ending June 30, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Simon C. Penney, Senior
Executive Vice President and Chief Financial Officer of HSBC Finance
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                                                  /s/ SIMON C. PENNEY
                                          --------------------------------------
                                          Simon C. Penney
                                          Senior Executive Vice President and
                                          Chief Financial Officer
                                          March 31, 2005

This certification accompanies each Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

Signed originals of these written statements required by Section 906 of the
Sarbanes-Oxley Act of 2002 have been provided to HSBC Finance Corporation and
will be retained by HSBC Finance Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.

                                                                    EXHIBIT 99.1

                  DEBT AND PREFERRED STOCK SECURITIES RATINGS

                                                              STANDARD &     MOODY'S
                                                                POOR'S      INVESTORS
                                                              CORPORATION    SERVICE    FITCH, INC.
                                                              -----------   ---------   -----------
AT JUNE 30, 2004
Household International, Inc.
  Senior debt...............................................     A            A2           A
  Preferred stock...........................................   BBB+          Baa1         A-
Household Finance Corporation
  Senior debt...............................................     A            A1           A
  Senior subordinated debt..................................    A-            A2          A-
  Commercial paper..........................................    A-1          P-1          F-1
HFC Bank Limited
  Senior debt...............................................     A            A1           A
  Commercial paper..........................................    A-1          P-1          F-1
Household Bank (SB), N.A
  Senior debt...............................................     A            A1           A

                                                                    EXHIBIT 99.2

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder
HSBC Finance Corporation

We have reviewed the consolidated balance sheet of HSBC Finance Corporation
(formerly Household International, Inc.) (the Company), an indirect wholly-owned
subsidiary of HSBC Holdings plc, and subsidiaries as of June 30, 2004 (successor
basis), the related consolidated statements of income for the three and six
months ended June 30, 2004 (successor basis), the three months ended June 30,
2003 (successor basis), and the periods January 1, 2003 through March 28, 2003
(predecessor basis) and March 29, 2003 through June 30, 2003 (successor basis),
and the consolidated statements of changes in shareholder's(s') equity and cash
flows for the six months ended June 30, 2004 (successor basis), and the periods
January 1, 2003 through March 28, 2003 (predecessor basis) and March 29, 2003
through June 30, 2003 (successor basis). These consolidated financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, HSBC Finance
Corporation was acquired by HSBC Holdings plc on March 28, 2003 in a purchase
business combination recorded under the "push-down" method of accounting. As a
result of the acquisition, the consolidated financial information for the period
after the acquisition is presented on a different cost basis than that for the
period before the acquisition and, therefore, is not comparable.

As discussed in Note 2 to the consolidated financial statements, HSBC Finance
Corporation has restated its consolidated financial statements as of June 30,
2004 (successor basis) and for the three and six months ended June 30, 2004
(successor basis), the three months ended June 30, 2003 (successor basis), and
the period March 29, 2003 through June 30, 2003 (successor basis).

/s/ KPMG LLP

Chicago, Illinois
August 2, 2004 (except as to Note 2, which is as of March 31, 2005)

                                                                    EXHIBIT 99.3

HSBC Finance Corporation
Prospect Heights, Illinois

Re: Quarterly Report Pursuant to Section 13 of the Securities Exchange Act of
    1934 for the quarterly period ended June 30, 2004 as filed on Form 10-Q/A on
    March 31, 2005

With respect to the subject quarterly report pursuant to Section 13 of the
Securities Exchange Act of 1934 for the quarterly period ended June 30, 2004 as
filed on Form 10-Q/A on March 31, 2005, we acknowledge our awareness of the use
therein of our report dated August 2, 2004 (except as to Note 2, which is as of
March 31, 2005) related to our reviews of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is
not considered part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Chicago, Illinois
March 31, 2005



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