HSBC USA Q1 2005 Articles

HSBC Holdings PLC
16 May 2005



                                                                   Exhibit 3 (i)

                                  HSBC USA INC.

                              ARTICLES OF AMENDMENT

      HSBC USA Inc., a Maryland corporation (hereinafter referred to as the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

      FIRST: The charter of the Corporation is hereby amended by striking out
the first paragraph of Article FIFTH of the Articles of Incorporation and
inserting in lieu thereof the following:

            "FIFTH: The total number of shares of all classes of capital stock
            which the Corporation shall have the authority to issue is
            190,999,000 shares, of which 40,999,000 shares shall be shares of
            Preferred Stock without par value (hereinafter called "Preferred
            Stock") and 150,000,000 shares shall be shares of Common Stock of
            the par value of FIVE DOLLARS ($5.00) per share (hereinafter call
            "Common Stock") having an aggregate par value of SEVEN HUNDRED FIFTY
            MILLION dollars ($750,000,000)."

      SECOND: The Board of Directors of the Corporation, at a meeting held on
March 28, 2005, duly adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that said amendment of the charter as
proposed was advisable and directing that it be submitted for action thereon by
the sole holder of the common stock of the Corporation.

      THIRD: The amendment of the charter of the Corporation as hereinabove set
forth was approved by the sole holder of the common stock of the Corporation by
written consent in lieu of a meeting dated March 30, 2005 in accordance with
Sections 2-505 and 2-604 of the Maryland General Corporation Law and Article II,
Section 9 of the bylaws of the Corporation.

      FOURTH: (a) As of immediately before this amendment, the total shares of
all classes of stock which the Corporation was authorized to issue is
169,999,000 shares, divided into 19,999,000 shares of Preferred Stock without
par value and 150,000,000 shares of Common Stock with the par value of Five
Dollars ($5.00) per share having an aggregate par value of Seven Hundred Fifty
Million Dollars ($750,000,000).

      (b) As amended, the total number of shares of all classes of stock which
the Corporation has authority to issue is 190,999,000 shares, divided into
40,999,000 shares of Preferred Stock without par value and 150,000,000 shares of
Common Stock of the par value of Five Dollars ($5.00) per share having an
aggregate par value of Seven Hundred Fifty Million Dollars ($750,000,000).

      (c) A description of each class of stock of the Corporation with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualification and terms and conditions of
redemption, of each class of the authorized capital stock as increased, is set
forth in the charter of the Corporation, and such description has not been
changed by the amendment of the charter of the Corporation herein set forth.

      The undersigned officer, on behalf of the Corporation, acknowledges this
instrument to be the corporate act of the Corporation and states under the
penalties of perjury that to the best of her knowledge, information and belief
the matters and facts herein set forth with respect to approval are true in all
material respects.


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      IN WITNESS WHEREOF, HSBC USA INC. has caused these presents to be signed
in its name and on its behalf on March 30, 2005.

                                        HSBC USA Inc.


                                        By:    /s/ Janet L. Burak
                                               ---------------------------------
                                        Name:  Janet L. Burak
                                        Title: Senior Executive Vice President,
                                               General Counsel and Secretary

Witnessed:


/s/ Laurence Stern
--------------------------------
Name:  Laurence Stern
Title: Assistant Secretary


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                                  HSBC USA INC.
                             ARTICLES SUPPLEMENTARY

HSBC USA INC., a Maryland corporation having its principal Maryland office in
the City of Baltimore, State of Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: Pursuant to authority expressly vested in the Board of Directors of the
Corporation by Article FIFTH of the Charter of the Corporation, the Board of
Directors has authorized the classification of 27,600,000 of the 40,990,000
shares of Preferred Stock (the "Preferred Stock") that the Corporation now has
authority to issue into a series designated the Floating Rate Non-Cumulative
Preferred Stock, Series F, and has provided for the issuance of such series.

SECOND: The number of shares and terms of the Floating Rate Non-Cumulative
Preferred Stock, Series F, as established by the authorized officers of the
Corporation pursuant to authority duly delegated by the Board of Directors, are
as follows:

      1. Series F Preferred Stock. 27,600,000 shares of Preferred Stock of the
Corporation, without par value, are hereby constituted as the original number of
shares of a series of Preferred Stock designated as Floating Rate Non-Cumulative
Preferred Stock, Series F (the "Series F Preferred Stock"). The Series F
Preferred Stock is issuable in whole shares only. The Series F Preferred Stock
shall be of a stated value of $25 per share. The term "Charter" when used herein
shall include the Corporation's Articles of Incorporation and all amendments and
supplements thereto.

      2. Dividends. (i) Holders of shares of Series F Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Corporation or a duly authorized committee thereof out of funds of the
Corporation legally available for payment, non-cumulative cash dividends at the
Applicable Rate (as defined below). Dividends on the Series F Preferred Stock
shall accrue from the date of original issuance and shall be payable quarterly,
in arrears, on the first day of January, April, July and October of each year,
with the first such dividend being payable on July 1, 2005 (each a "dividend
payment date"); provided, that the first dividend shall accrue, without
interest, from and including the date of original issuance of the Series F
Preferred Stock to but excluding July 1, 2005 (the "Initial Period"), and will
be payable on July 1, 2005; provided further, that if any date on which
dividends would otherwise be payable is not a New York business day, then the
dividend payment date will be the next succeeding New York business day, unless
such day falls in the next calendar month, in which case the dividend payment
date will be the immediately preceding New York business day. "New York business
day" means any day that is not a Saturday or Sunday and that, in New York City,
is not a day on which banking institutions generally are authorized or obligated
by law or executive order to be closed. Dividends on shares of the Series F
Preferred Stock shall be non-cumulative and shall accrue (whether or not earned
or declared) on a daily basis, without interest, from and including the previous
dividend payment date to but excluding the current dividend payment date (for
avoidance of doubt, in each case as such dividend payment date may have been
postponed or accelerated as aforesaid). Accrued and unpaid dividends shall not
bear interest. Dividends shall be payable to holders of record as they appear on
the stock books of the Corporation on each record date, which shall be the date,
not more than 60 nor less than 10 days preceding each dividend payment date, as
shall be fixed by the Board of Directors of the Corporation. Dividends payable
on the Series F Preferred Stock shall be computed on the basis of a 360-day year
and the actual number of days elapsed. Dividends shall cease to accrue on the
Series F Preferred Stock on the date of their earlier redemption pursuant to
paragraph 6 below, unless the Corporation shall default in providing funds for
the payment of the redemption price on the shares called for redemption pursuant
thereto.

      (ii) Notwithstanding paragraph (i) above, if on or prior to any dividend
payment date the Board of Directors determines in its absolute discretion that
the dividend that would have otherwise been declared and payable on that
dividend payment date should not be paid, or should be paid only in part, then
the dividend for that dividend period shall, in accordance with such
determination, either not be declared and payable at all or only be


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declared and payable in part. "Dividend period" means the period from and
including each dividend payment date to but excluding the next succeeding
dividend payment date, except that the initial dividend period will be the
period from and including the date of original issue to but excluding July 1,
2005

      (iii) If a dividend on the Series F Preferred Stock is not paid, or is
paid only in part, pursuant to paragraph (ii) above, the holders of the Series F
Preferred Stock shall have no claim in respect of such non-payment or
non-payment in part, as applicable. The Corporation shall have no obligation to
pay the dividend accrued for the relevant dividend period or to pay interest
thereon, whether or not dividends on the Series F Preferred Stock are declared
for any subsequent dividend period.

      (iv) If in any dividend period or, in the case of the Initial Period, from
the date of original issuance to but excluding July 1, 2005) dividends at the
Applicable Rate per share per annum shall not have been paid or declared and set
apart for payment on all outstanding shares of Series F Preferred Stock for such
dividend period, the Corporation may not (i) declare or pay any dividends or
other distributions (excluding dividends paid in shares of, or options, warrants
or rights to subscribe for or purchase shares of, Common Stock of the
Corporation or shares of any other capital stock of the Corporation ranking
junior to the Series F Preferred Stock with respect to the payment of dividends
and distribution of assets upon liquidation, dissolution or winding up of the
Corporation) or set funds apart for payment on the Common Stock or on any other
capital stock of the Corporation ranking junior to the Series F Preferred Stock
with respect to the payment of dividends, or (ii) purchase, redeem or otherwise
acquire any shares of Preferred Stock or any shares of capital stock of the
Corporation ranking on a parity with or junior to the Series F Preferred Stock
with respect to the payment of dividends, except by conversion into or exchange
for capital stock of the Corporation ranking junior to the Series F Preferred
Stock with respect to the payment of dividends and distribution of assets upon
liquidation, dissolution or winding up of the Corporation, until the earlier of
(A) the date on which the Corporation next declares and pays (or sets aside
funds for payment of) in full dividends on the Series F Preferred Stock at the
Applicable Rate per share per annum for any subsequent dividend period or (B)
the date on or by which all of the Series F Preferred Stock are either redeemed
in full or purchased by or for the account of the Corporation, in each case in
accordance with the Charter of the Corporation and the terms of the Series F
Preferred Stock; provided, however, that any moneys set aside in trust as a
sinking fund payment for any series of Preferred Stock pursuant to the
resolutions providing for the issue of shares of such series may thereafter be
applied to the purchase or redemption of Preferred Stock of such series whether
or not at the time of such application full accrued dividends upon the
outstanding Series F Preferred Stock shall have been paid or declared and set
apart for payment.

      3. Floating Rate Dividends. Except as provided below in this paragraph,
the "Applicable Rate" for any dividend period will be equal to 0.75% above
three-month LIBOR (as defined below); provided, however, that the Applicable
Rate shall not be less than 3.50% per annum.

      "LIBOR," with respect to a dividend period, means the rate (expressed as a
percentage per annum) for deposits in U.S. dollars for a three-month period that
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the second
London business day immediately preceding the first day of such dividend period.
"London business day" means any day other than a Saturday or a Sunday on which
dealings in deposits in dollars are transacted, or with respect to any future
date are expected to be transacted, in the London interbank market. The term
"Telerate Page 3750" means the display on Bridge Telerate, Inc. on page 3750, or
any successor service or page for the purpose of displaying the London interbank
offered rates of major banks.

      If LIBOR cannot be determined as described above, the Corporation will
select four major banks in the London interbank market. The Corporation will
request that the principal London offices of those four selected banks provide
their offered quotations to prime banks in the London interbank market
approximately 11:00 a.m., London time, on the second London business day
immediately preceding the first day of such dividend period. These quotations
will be for deposits in U.S. dollars for a three-month period. Offered
quotations must be based on a principal amount equal to any amount that is
representative of a single transaction in U.S. dollars in the market at the
time.

      If two or more quotations are provided, LIBOR for the dividend period will
be the arithmetic mean of the quotations. If fewer than two quotations are
provided, the Corporation will select three major banks in New York City and
will then determine LIBOR for the dividend period as the arithmetic mean of the
rates quoted by those three major banks in New York City to leading European
banks at approximately 3:00 p.m., New York City time, on


                                       47


the second London business day immediately preceding the first day of such
dividend period. The rates quoted will be for loans in U.S. dollars for a
three-month period. Rates quoted must be based on a principal amount equal to an
amount that is representative of a single transaction in U.S. dollars in the
market at the time. If fewer than three New York City banks selected by the
Corporation are quoting rates, LIBOR for the applicable dividend period will be
the same as for the immediately preceding dividend period.

      The Applicable Rate with respect to each dividend period will be
calculated as promptly as practicable by the Corporation in accordance with the
method described above. The Corporation will cause notice of each Applicable
Rate to be enclosed with the dividend payment checks next mailed to the holders
of the Series F Preferred Stock.

      4. Voting Rights. (i) Holders of the Series F Preferred Stock shall have
no voting rights, either general or special, except as expressly required by
applicable law, the Charter and as specified in this paragraph 4.

      (ii) Whenever, at any time or times, dividends payable on the shares of
Series F Preferred Stock shall not have been declared and paid for six calendar
quarters, whether or not consecutive, then at the next annual meeting of
stockholders and at any annual meeting thereafter and at any meeting called for
the election of directors, until the date on which the Corporation next declares
and pays (or sets aside funds for payment of) in full dividends on the Series F
Preferred Stock at the Applicable Rate per share per annum for any subsequent
dividend period, the holders of the Series F Preferred Stock either alone or
together with the holders of one or more other series of Preferred Stock at the
time outstanding that are granted such voting rights, voting as a class, shall
be entitled, to the exclusion of the holders of one or more other series or
classes of stock having general voting rights, to vote for and elect two
additional members of the Board of Directors of the Corporation, and the holders
of Common Stock together with the holders of any series or class or classes of
stock of the Corporation having general voting rights and not then entitled to
elect two members of the Board of Directors pursuant to this paragraph 4 to the
exclusion of the holders of all series then so entitled, shall be entitled to
vote and elect the balance of the Board of Directors. In such case, the Board of
Directors of the Corporation shall, as of the date of the annual meeting of
stockholders or at any meeting called for the election of directors aforesaid,
be increased by two directors. The rights of the holders of the Series F
Preferred Stock to participate (either alone or together with the holders of one
or more other series of Preferred Stock at the time outstanding that are granted
such voting rights) in the exclusive election of two members of the Board of
Directors of the Corporation pursuant to this paragraph 4 shall continue in
effect until the date on which the Corporation next declares and pays (or sets
aside funds for payment of) in full dividends on the Series F Preferred Stock at
the Applicable Rate per share per annum for any subsequent dividend period. At
elections for such directors, each holder of Series F Preferred Stock shall be
entitled to one-half vote for each share of Series F Preferred Stock held of
record on the record date established for the meeting. The holders of Series F
Preferred Stock shall have no right to cumulate such shares in voting for the
election of directors. At the annual meeting of stockholders next following the
termination (by reason of the payment of all accumulated and defaulted dividends
on such stock or provision for the payment thereof by declaration and setting
apart thereof) of the exclusive voting power of the holders of Series F
Preferred Stock and the holders of all other series of Preferred Stock that have
been entitled to vote for and elect such two members of the Board of Directors
of the Corporation pursuant to this paragraph 4, the terms of office of all
persons who may have been elected directors of the Corporation by vote of such
holders shall terminate and the two vacancies created pursuant to this paragraph
4 to accommodate the exclusive right of election conferred hereunder shall
thereupon be eliminated and the Board of Directors shall be decreased by two
directors.

      (iii) So long as any shares of Series F Preferred Stock remain
outstanding, the affirmative vote of the holders of at least two-thirds of the
shares of Series F Preferred Stock outstanding at the time given in person or by
proxy, at any special or annual meeting called for the purpose, shall be
necessary to permit, effect or validate any one or more of the following:

            (a) The authorization, creation or issuance, or any increase in the
      authorized or issued amount, of any class or series of stock (including
      any class or series of Preferred Stock) ranking prior (as set forth in
      paragraph 5(a)) to the Series F Preferred Stock, or

            (b) The authorization, creation or issuance, or any increase in the
      authorized or issued amount, of any class or series of stock (including
      any class or series of Preferred Stock) ranking on a parity (as set forth
      in paragraph 5(b)) with the Series F Preferred Stock unless the Articles
      Supplementary or other provisions


                                       48


      of the Charter creating or authorizing such class or series shall provide
      that if in any case the stated dividends or amounts payable on
      liquidation, dissolution or winding up of the Corporation are not paid in
      full on the Series F Preferred Stock and all outstanding shares of stock
      ranking on a parity with the Series F Preferred Stock (the Series F
      Preferred Stock and all such other stock being herein called "Parity
      Stock"), the shares of all Parity Stock shall share ratably (x) in the
      payment of dividends, including accumulations (if any) in accordance with
      the sums that would be payable on all Parity Stock if all dividends in
      respect of all shares of Parity Stock were paid in full and (y) on any
      distribution of assets upon liquidation, dissolution or winding up of the
      Corporation in accordance with the sums that would be payable in respect
      of all shares of Parity Stock if all sums payable were discharged in full,
      or

            (c) The amendment, alteration or repeal, whether by merger,
      consolidation or otherwise, of any of the provisions of the Charter of the
      Corporation, including these Articles Supplementary, which would
      materially and adversely affect any right, preference, privilege or voting
      power of the Series F Preferred Stock or of the holders thereof; provided,
      however, that any increase in the amount of authorized Preferred Stock or
      the Corporation's Series A and Series B Dutch Auction Rate Transferable
      Securities Preferred Stock, the Adjustable Rate Cumulative Preferred
      Stock, Series D, the $1.8125 Cumulative Preferred Stock, the $2.8575
      Cumulative Preferred Stock or the Series F Preferred Stock, or any other
      capital stock of the Corporation, or the creation and issuance of other
      series of Preferred Stock, including convertible Preferred Stock, or any
      other capital stock of the Corporation, in each case ranking on a parity
      with or junior to the Series F Preferred Stock with respect to the payment
      of dividends and the distribution of assets upon liquidation, dissolution
      or winding up of the Corporation, shall not be deemed to affect materially
      and adversely such rights, preferences, privileges or voting powers.

      (iv) So long as any shares of Series F Preferred Stock remain outstanding
and notwithstanding any provision of the Charter of the Corporation requiring a
lesser percentage, the Corporation shall not, without the affirmative vote of
the holders of at least a majority of the votes of all Parity Stock entitled to
vote outstanding at the time, given in person or by proxy, by resolution duly
adopted at a meeting at which a quorum was present and acting and at which the
holders of Series F Preferred Stock (alone or together with the holders of one
or more other series of Parity Stock at the time outstanding and entitled to
vote) vote separately as a class, (a) directly or indirectly, sell, transfer or
otherwise dispose of, or permit HSBC Bank USA, National Association (the "Bank")
or any other subsidiary of the Corporation, to issue, sell, transfer or
otherwise dispose of any shares of voting stock of the Bank, or securities
convertible into or options, warrants or rights to acquire voting stock of the
Bank, unless after giving effect to any such transaction the Bank remains a
Controlled Subsidiary (as hereinafter defined) of the Corporation or of a
Qualified Successor Company (as hereinafter defined); (b) merge or consolidate
with, or convey substantially all of its assets, to any person or corporation
unless the entity surviving such merger or consolidation or the transferee of
such assets is the Corporation or a Qualified Successor Company; or (c) permit
the Bank to merge, consolidate with, or convey substantially all of its assets
to, any person or corporation unless the entity surviving such merger or
consolidation or the transferee of such assets is a Controlled Subsidiary of the
Corporation or of a Qualified Successor Company, except in any of the foregoing
cases as required to comply with applicable law, including, without limitation,
any court or regulatory order. The term "Qualified Successor Company" shall mean
a corporation (or other similar organization or entity whether organized under
or pursuant to the laws of the United States or any state thereof or of another
jurisdiction) which (i) is or is required to be a registered bank holding
company under the United States Bank Holding Company Act of 1956, as amended, or
any successor legislation, (ii) issues to the holders of the Series F Preferred
Stock in exchange for the Series F Preferred Stock shares of preferred stock
having at least the same relative rights and preferences as the Series F
Preferred Stock (the "Exchanged Stock"), (iii) immediately after such
transaction has not outstanding or authorized any class of stock or equity
securities ranking prior to the Exchanged Stock with respect to the payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up of the Corporation, and (iv) holds, as a Controlled Subsidiary or
Subsidiaries, either the Bank or one or more other banking corporations which,
collectively, immediately after such transaction hold substantially all of the
assets and liabilities which the Bank held immediately prior to such transaction
(which may be in addition to other assets and liabilities acquired in such
transaction). "Controlled Subsidiary" shall mean any corporation at least 80% of
the outstanding shares of voting stock of which shall at the time be owned
directly or indirectly by the Corporation or a Qualified Successor Company. In
connection with the exercise of the voting rights contained in this paragraph
4(iv), holders of all series of Parity Stock which are granted such voting
rights shall vote as a class, and each holder of Series F Preferred Stock shall
have one-half vote for each share of stock held, and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted them.


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      The foregoing voting provisions shall not apply as to any shares of Series
F Preferred Stock if, at or prior to the time when the act with respect to which
such vote would otherwise be required shall be effected, all outstanding shares
of Series F Preferred Stock shall have been redeemed or sufficient funds shall
have been deposited in trust in accordance with paragraph 6 to effect such
redemption.

      5. Rank. For the purposes of these Articles Supplementary, any class or
classes of stock of the Corporation shall be deemed to rank:

            (a) prior to the Series F Preferred Stock, as to dividends or as to
      distribution of assets upon liquidation, dissolution or winding up of the
      Corporation, if the holders of such class shall be entitled to the receipt
      of dividends or of amounts distributable upon liquidation, dissolution or
      winding up, as the case may be, in preference or priority to the holders
      of the Series F Preferred Stock;

            (b) on a parity with the Series F Preferred Stock, as to dividends
      or as to distribution of assets upon liquidation, dissolution or winding
      up of the Corporation, whether or not the dividend rates, dividend payment
      dates, or redemption or liquidation preference per share thereof be
      different from those of the Series F Preferred Stock, if the holders of
      such class of stock and the Series F Preferred Stock shall be entitled to
      the receipt of dividends or of amounts distributable upon liquidation,
      dissolution or winding up, as the case may be, in proportion to their
      respective dividend rates or liquidation preference, without preference or
      priority one over the other; and

            (c) junior to the Series F Preferred Stock, either as to dividends
      or as to distribution of assets upon liquidation, dissolution or winding
      up of the Corporation, or both, if such class shall be Common Stock or if
      the holders of the Series F Preferred Stock shall be entitled to the
      receipt of dividends or of amounts distributable upon liquidation,
      dissolution or winding up of the Corporation, as the case may be, in
      preference or priority to the holders of stock of such class or classes.

      The Series F Preferred Stock shall rank prior, as to dividends and upon
liquidation, dissolution or winding up, to the Common Stock and on a parity with
the Corporation's Series A and Series B Dutch Auction Rate Transferable
Securities Preferred Stock, the Adjustable Rate Cumulative Preferred Stock,
Series D, the $1.8125 Cumulative Preferred Stock and the $2.8575 Cumulative
Preferred Stock.

      6. Optional Redemption. The shares of the Series F Preferred Stock may be
redeemed on or after April 7, 2010, at the option of the Corporation, for cash,
on at least 30 but not more than 60 days' notice at any time or from time to
time, as a whole or in part, at $25 per share, plus, in each case, dividends
accrued but unpaid for the then-current dividend period to the redemption date
(whether or not earned or declared). The Series F Preferred Stock will not be
subject to any sinking fund or other obligation of the Corporation to purchase
or redeem the Series F Preferred Stock.

      Any such redemption may be effected only with the prior approval of the
Federal Reserve Board and the Financial Services Authority of the United Kingdom
(unless at such time it is determined that such approval is not required).

      If fewer than all outstanding shares of the Series F Preferred Stock are
to be redeemed, the number of shares to be redeemed will be determined by the
Board of Directors of the Corporation and such shares will be redeemed pro rata
from the holders of record of such shares in proportion to the number of such
shares held by such holders (with adjustments to avoid the redemption of
fractional shares) or by lot in a manner determined by the Board of Directors of
the Corporation.

      Notwithstanding the foregoing, if the full dividends on all outstanding
shares of Series F Preferred Stock for the then-current dividend period have not
been paid or declared and a sum sufficient for payment set aside, no Series F
Preferred Stock shall be redeemed unless all outstanding Series F Preferred
Stock is simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any Series F Preferred Stock; provided, however, that the
foregoing shall not prevent the purchase or acquisition of Series F Preferred
Stock pursuant to a purchase or exchange offer so long as such offer is made on
the same terms to all holders of the Series F Preferred Stock.


                                       50


      Notice of redemption shall be given by mailing the same to each record
holder of the Series F Preferred Stock not less than 30 nor more than 60 days
prior to the date fixed for redemption thereof, at the address of such holder as
the same shall appear on the stock books of the Corporation. Each notice shall
state: (i) the redemption date; (ii) the number of shares of Series F Preferred
Stock to be redeemed; (iii) the redemption price; (iv) the place or places where
certificates for such shares of Series F Preferred Stock are to be surrendered
for payment of the redemption price; (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date; and (vi) the date upon
which the holders' exchange rights, if any, as to such shares, shall terminate.
If fewer than all the shares of the Series F Preferred Stock are to be redeemed,
the notice mailed to each such holder thereof shall also specify the number of
shares of Series F Preferred Stock to be redeemed from each such holder.

      If notice of redemption of any shares of the Series F Preferred Stock has
been given and if the funds necessary for such redemption have been set aside by
the Corporation separate and apart from its other funds, in trust for the pro
rata benefit of the holders of any shares of Series F Preferred Stock so called
for redemption, from and after the redemption date for such shares, dividends on
such shares shall cease to accrue and such shares shall no longer be deemed to
be outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive the redemption price) shall cease. Upon
surrender, in accordance with such notice, of the certificates representing any
such shares (properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation shall so require and the notice shall so state),
the redemption price set forth above shall be paid out of the funds provided by
the Corporation. If fewer than all shares represented by any such certificate
are redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder thereof. Subject to applicable escheat laws,
any moneys so set aside by the Corporation and unclaimed at the end of 90 days
from the redemption date shall revert to the general funds of the Corporation,
after which reversion the holders of such shares so called for redemption shall
look only to the general funds of the Corporation for the payment of the amounts
payable upon such redemption. Any interest accrued on funds so deposited shall
be paid to the Corporation from time to time.

      7. Liquidation. (i) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series F
Preferred Stock shall be entitled, whether from capital or surplus, before any
assets of the Corporation shall be distributed among or paid over to holders of
Common Stock or any other class or series of stock of the Corporation junior to
the Series F Preferred Stock as to preference in respect to liquidation,
dissolution or winding up, to be paid the amount of $25 per share (the
"liquidation preference") of the Series F Preferred Stock plus an amount equal
to all accrued and unpaid dividends thereon for the then-current dividend period
(whether or not earned or declared) to and including the date of final
distribution. The holders of the Series F Preferred Stock will not be entitled
to receive the liquidation preference until the liquidation preference of any
other class of stock of the Corporation ranking senior to the Series F Preferred
Stock as to rights upon liquidation, dissolution or winding up shall have been
paid (or a sum set aside therefore sufficient to provide for payment) in full.
After any such liquidation preference payment, the holders of the Series F
Preferred Stock shall not be entitled to any further participation in any
distribution of assets of the Corporation.

      (ii) If, upon any such liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation shall be insufficient to make such
full payments to the holders of the Series F Preferred Stock and the holders of
any Preferred Stock ranking as to liquidation, dissolution or winding up on a
parity with the Series F Preferred Stock, then such assets shall be distributed
among the holders of the Series F Preferred Stock ratably in accordance with the
respective amounts which would be payable on such shares of Series F Preferred
Stock and any other such Preferred Stock if all amounts thereon were paid in
full.

      (iii) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
and assets of the Corporation, nor the merger or consolidation of any other
corporation into or with the Corporation nor a reorganization of the
Corporation, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation.

      8. Parity Stock. So long as any shares of Series F Preferred Stock shall
remain outstanding, in case the stated dividends or amounts payable on
liquidation, dissolution or winding up of the Corporation are not paid in full
with respect to all outstanding shares of Parity Stock, all such shares shall
share ratably (x) in the payment of dividends, including accumulations (if any)
in accordance with the sums which would be payable in respect of all


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outstanding shares of Parity Stock if all dividends were paid in full and (y) in
any distribution of assets upon liquidation, dissolution or winding up of the
Corporation, in accordance with the sums which would be payable in respect of
all outstanding Parity Stock if all sums payable were discharged in full.

      9. Certain Definitions. (i) The term "outstanding," when used in reference
to shares of stock, shall mean issued shares, excluding shares reacquired by the
Corporation.

      (ii) The amount of dividends "accrued" on any share of Series F Preferred
Stock as at any quarterly dividend payment date, shall be deemed to be the
amount of any unpaid dividends accumulated thereon (if any) from and including
the preceding quarterly dividend payment date to and including the end of the
day preceding such quarterly dividend payment date; and the amount of dividends
"accrued" on any share of Series F Preferred Stock as at any date other than a
quarterly dividend payment date, shall be calculated as the amount of any unpaid
dividends accumulated thereon (if any) from and including the preceding
quarterly dividend payment date to and including the date as of which the
calculation is made, calculated in accordance with the provisions of paragraph
2.

      10. Exclusion of Other Rights. Unless otherwise required by law, shares of
the Series F Preferred Stock shall not have any rights, including preemptive
rights, or preferences other than those specifically set forth herein, in the
Charter or as provided by applicable law.

      11. Notice. All notices or communications unless otherwise specified in
the Bylaws of the Corporation or these Articles Supplementary shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date such notice is mailed.

      12. Interpretation or Adjustment By Board of Directors. The Board of
Directors of the Corporation may, consistent with Maryland law, interpret or
adjust the provisions of these Articles Supplementary to resolve any
inconsistency or ambiguity, remedy any formal defect or make any other change or
modification which does not adversely affect the rights of beneficial owners of
the Series F Preferred Stock, and if such inconsistency or ambiguity reflects
any typographical error, error in transcription or other error, the Board of
Directors may authorize the filing of a Certificate of Correction.

THIRD: The shares of Series F Preferred Stock have been classified and
designated by the Board of Directors under the authority contained in the
Charter of the Corporation.

FOURTH: The terms and provisions of the Series F Preferred Stock as set forth in
these Articles Supplementary have been approved by the Board of Directors in the
manner and by the vote required by law.


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      IN WITNESS WHEREOF, HSBC USA Inc. has caused these presents to be signed
in its name and on its behalf by its authorized officer and its corporate seal
to be hereunto affixed and attested by its Secretary, and the said officers of
the Corporation further acknowledge said instrument to be the corporate act of
the Corporation and state under the penalties of perjury that to the best of
their knowledge, information and belief the matters and facts therein set forth
with respect to approval are true in all material respects, all on March 30,
2005.

                                         HSBC USA Inc.


                                         By:    /s/ Janet L. Burak
                                                --------------------------------
                                         Name:  Janet L. Burak
                                         Title: Senior Executive Vice President,
                                                General Counsel and Secretary

Attest:


/s/ Laurence Stern
----------------------------
Name:  Laurence Stern
Title: Assistant Secretary


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