0001144204-08-035621 Sample Contracts

HSBC USA INC. SENIOR DEBT SECURITIES DISTRIBUTION AGREEMENT
Distribution Agreement • June 17th, 2008 • HSBC Usa Inc /Md/ • National commercial banks • New York

These Administrative Procedures will govern the offering, sale and repurchase of ELEMENTS Book-Entry Notes (“ELEMENTS”) on a continuous basis by HSBC USA Inc. (the “Issuer”) pursuant to the Distribution Agreement dated June 10, 2008 (the “Distribution Agreement”) among the Issuer and the agents party thereto. Each issue of ELEMENTS will be part of the Issuer’s Medium-Term Notes. For the initial offering of each issue of ELEMENTS, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and such other agents as are named in the Terms Agreement for such offering will act as agents of the Issuer (the “ELEMENTS Agents”).

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