13,000,000 DEPOSITARY SHARES EACH REPRESENTING ONE-FORTIETH OF A SHARE OF Underwriting Agreement May 16, 2005Underwriting Agreement • May 22nd, 2006 • HSBC Usa Inc /Md/ • National commercial banks • New York
HSBC USA Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom HSBC Securities (USA) Inc. is acting as representative of the Underwriters (the “Representative”), an aggregate of 13,000,000 Depositary Shares (the “Firm Depositary Shares”), each representing one-fortieth of a share of 6.50% Non-Cumulative Preferred Stock, Series H, with a stated value of $1,000 per share and a liquidation preference of $1,000 per share (the “Preferred Shares”), of the Company. In addition to the purchase of the Firm Depositary Shares, subject to the terms and conditions herein, the Company proposes to grant the Underwriters an option to purchase up to 1,950,000 additional Depositary Shares (the “Optional Depositary Shares”). The Firm Depositary Shares and any Optional Depositary Shares purchased by the Underwriters are referred to herein as the “Depositary S
