16th May 2005 11:15
HSBC Holdings PLC16 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 andTaxation of Maryland that: FIRST: The charter of the Corporation is hereby amended by striking outthe first paragraph of Article FIFTH of the Articles of Incorporation andinserting 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 onMarch 28, 2005, duly adopted a resolution in which was set forth the foregoingamendment to the charter, declaring that said amendment of the charter asproposed was advisable and directing that it be submitted for action thereon bythe sole holder of the common stock of the Corporation. THIRD: The amendment of the charter of the Corporation as hereinabove setforth was approved by the sole holder of the common stock of the Corporation bywritten consent in lieu of a meeting dated March 30, 2005 in accordance withSections 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 ofall classes of stock which the Corporation was authorized to issue is169,999,000 shares, divided into 19,999,000 shares of Preferred Stock withoutpar value and 150,000,000 shares of Common Stock with the par value of FiveDollars ($5.00) per share having an aggregate par value of Seven Hundred FiftyMillion Dollars ($750,000,000). (b) As amended, the total number of shares of all classes of stock whichthe Corporation has authority to issue is 190,999,000 shares, divided into40,999,000 shares of Preferred Stock without par value and 150,000,000 shares ofCommon Stock of the par value of Five Dollars ($5.00) per share having anaggregate par value of Seven Hundred Fifty Million Dollars ($750,000,000). (c) A description of each class of stock of the Corporation with thepreferences, conversion and other rights, voting powers, restrictions,limitations as to dividends, qualification and terms and conditions ofredemption, of each class of the authorized capital stock as increased, is setforth in the charter of the Corporation, and such description has not beenchanged by the amendment of the charter of the Corporation herein set forth. The undersigned officer, on behalf of the Corporation, acknowledges thisinstrument to be the corporate act of the Corporation and states under thepenalties of perjury that to the best of her knowledge, information and beliefthe matters and facts herein set forth with respect to approval are true in allmaterial respects. 44 IN WITNESS WHEREOF, HSBC USA INC. has caused these presents to be signedin 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 SternTitle: Assistant Secretary 45 HSBC USA INC. ARTICLES SUPPLEMENTARY HSBC USA INC., a Maryland corporation having its principal Maryland office inthe City of Baltimore, State of Maryland (hereinafter called the "Corporation"),hereby certifies to the State Department of Assessments and Taxation of Marylandthat: FIRST: Pursuant to authority expressly vested in the Board of Directors of theCorporation by Article FIFTH of the Charter of the Corporation, the Board ofDirectors has authorized the classification of 27,600,000 of the 40,990,000shares of Preferred Stock (the "Preferred Stock") that the Corporation now hasauthority to issue into a series designated the Floating Rate Non-CumulativePreferred Stock, Series F, and has provided for the issuance of such series. SECOND: The number of shares and terms of the Floating Rate Non-CumulativePreferred Stock, Series F, as established by the authorized officers of theCorporation pursuant to authority duly delegated by the Board of Directors, areas follows: 1. Series F Preferred Stock. 27,600,000 shares of Preferred Stock of theCorporation, without par value, are hereby constituted as the original number ofshares of a series of Preferred Stock designated as Floating Rate Non-CumulativePreferred Stock, Series F (the "Series F Preferred Stock"). The Series FPreferred Stock is issuable in whole shares only. The Series F Preferred Stockshall be of a stated value of $25 per share. The term "Charter" when used hereinshall include the Corporation's Articles of Incorporation and all amendments andsupplements thereto. 2. Dividends. (i) Holders of shares of Series F Preferred Stock shall beentitled to receive, when, as and if declared by the Board of Directors of theCorporation or a duly authorized committee thereof out of funds of theCorporation legally available for payment, non-cumulative cash dividends at theApplicable Rate (as defined below). Dividends on the Series F Preferred Stockshall 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 "dividendpayment date"); provided, that the first dividend shall accrue, withoutinterest, from and including the date of original issuance of the Series FPreferred Stock to but excluding July 1, 2005 (the "Initial Period"), and willbe payable on July 1, 2005; provided further, that if any date on whichdividends would otherwise be payable is not a New York business day, then thedividend payment date will be the next succeeding New York business day, unlesssuch day falls in the next calendar month, in which case the dividend paymentdate will be the immediately preceding New York business day. "New York businessday" 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 obligatedby law or executive order to be closed. Dividends on shares of the Series FPreferred Stock shall be non-cumulative and shall accrue (whether or not earnedor declared) on a daily basis, without interest, from and including the previousdividend payment date to but excluding the current dividend payment date (foravoidance of doubt, in each case as such dividend payment date may have beenpostponed or accelerated as aforesaid). Accrued and unpaid dividends shall notbear interest. Dividends shall be payable to holders of record as they appear onthe 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, asshall be fixed by the Board of Directors of the Corporation. Dividends payableon the Series F Preferred Stock shall be computed on the basis of a 360-day yearand the actual number of days elapsed. Dividends shall cease to accrue on theSeries F Preferred Stock on the date of their earlier redemption pursuant toparagraph 6 below, unless the Corporation shall default in providing funds forthe payment of the redemption price on the shares called for redemption pursuantthereto. (ii) Notwithstanding paragraph (i) above, if on or prior to any dividendpayment date the Board of Directors determines in its absolute discretion thatthe dividend that would have otherwise been declared and payable on thatdividend payment date should not be paid, or should be paid only in part, thenthe dividend for that dividend period shall, in accordance with suchdetermination, either not be declared and payable at all or only be 46 declared and payable in part. "Dividend period" means the period from andincluding each dividend payment date to but excluding the next succeedingdividend payment date, except that the initial dividend period will be theperiod 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 ispaid only in part, pursuant to paragraph (ii) above, the holders of the Series FPreferred Stock shall have no claim in respect of such non-payment ornon-payment in part, as applicable. The Corporation shall have no obligation topay the dividend accrued for the relevant dividend period or to pay interestthereon, whether or not dividends on the Series F Preferred Stock are declaredfor any subsequent dividend period. (iv) If in any dividend period or, in the case of the Initial Period, fromthe date of original issuance to but excluding July 1, 2005) dividends at theApplicable Rate per share per annum shall not have been paid or declared and setapart for payment on all outstanding shares of Series F Preferred Stock for suchdividend period, the Corporation may not (i) declare or pay any dividends orother distributions (excluding dividends paid in shares of, or options, warrantsor rights to subscribe for or purchase shares of, Common Stock of theCorporation or shares of any other capital stock of the Corporation rankingjunior to the Series F Preferred Stock with respect to the payment of dividendsand distribution of assets upon liquidation, dissolution or winding up of theCorporation) or set funds apart for payment on the Common Stock or on any othercapital stock of the Corporation ranking junior to the Series F Preferred Stockwith respect to the payment of dividends, or (ii) purchase, redeem or otherwiseacquire any shares of Preferred Stock or any shares of capital stock of theCorporation ranking on a parity with or junior to the Series F Preferred Stockwith respect to the payment of dividends, except by conversion into or exchangefor capital stock of the Corporation ranking junior to the Series F PreferredStock with respect to the payment of dividends and distribution of assets uponliquidation, dissolution or winding up of the Corporation, until the earlier of(A) the date on which the Corporation next declares and pays (or sets asidefunds for payment of) in full dividends on the Series F Preferred Stock at theApplicable 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 redeemedin full or purchased by or for the account of the Corporation, in each case inaccordance with the Charter of the Corporation and the terms of the Series FPreferred Stock; provided, however, that any moneys set aside in trust as asinking fund payment for any series of Preferred Stock pursuant to theresolutions providing for the issue of shares of such series may thereafter beapplied to the purchase or redemption of Preferred Stock of such series whetheror not at the time of such application full accrued dividends upon theoutstanding Series F Preferred Stock shall have been paid or declared and setapart 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% abovethree-month LIBOR (as defined below); provided, however, that the ApplicableRate shall not be less than 3.50% per annum. "LIBOR," with respect to a dividend period, means the rate (expressed as apercentage per annum) for deposits in U.S. dollars for a three-month period thatappears on Telerate Page 3750 as of 11:00 a.m. (London time) on the secondLondon 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 whichdealings in deposits in dollars are transacted, or with respect to any futuredate 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, orany successor service or page for the purpose of displaying the London interbankoffered rates of major banks. If LIBOR cannot be determined as described above, the Corporation willselect four major banks in the London interbank market. The Corporation willrequest that the principal London offices of those four selected banks providetheir offered quotations to prime banks in the London interbank marketapproximately 11:00 a.m., London time, on the second London business dayimmediately preceding the first day of such dividend period. These quotationswill be for deposits in U.S. dollars for a three-month period. Offeredquotations must be based on a principal amount equal to any amount that isrepresentative of a single transaction in U.S. dollars in the market at thetime. If two or more quotations are provided, LIBOR for the dividend period willbe the arithmetic mean of the quotations. If fewer than two quotations areprovided, the Corporation will select three major banks in New York City andwill then determine LIBOR for the dividend period as the arithmetic mean of therates quoted by those three major banks in New York City to leading Europeanbanks at approximately 3:00 p.m., New York City time, on 47 the second London business day immediately preceding the first day of suchdividend period. The rates quoted will be for loans in U.S. dollars for athree-month period. Rates quoted must be based on a principal amount equal to anamount that is representative of a single transaction in U.S. dollars in themarket at the time. If fewer than three New York City banks selected by theCorporation are quoting rates, LIBOR for the applicable dividend period will bethe same as for the immediately preceding dividend period. The Applicable Rate with respect to each dividend period will becalculated as promptly as practicable by the Corporation in accordance with themethod described above. The Corporation will cause notice of each ApplicableRate to be enclosed with the dividend payment checks next mailed to the holdersof the Series F Preferred Stock. 4. Voting Rights. (i) Holders of the Series F Preferred Stock shall haveno voting rights, either general or special, except as expressly required byapplicable law, the Charter and as specified in this paragraph 4. (ii) Whenever, at any time or times, dividends payable on the shares ofSeries F Preferred Stock shall not have been declared and paid for six calendarquarters, whether or not consecutive, then at the next annual meeting ofstockholders and at any annual meeting thereafter and at any meeting called forthe election of directors, until the date on which the Corporation next declaresand pays (or sets aside funds for payment of) in full dividends on the Series FPreferred Stock at the Applicable Rate per share per annum for any subsequentdividend period, the holders of the Series F Preferred Stock either alone ortogether with the holders of one or more other series of Preferred Stock at thetime outstanding that are granted such voting rights, voting as a class, shallbe entitled, to the exclusion of the holders of one or more other series orclasses of stock having general voting rights, to vote for and elect twoadditional members of the Board of Directors of the Corporation, and the holdersof Common Stock together with the holders of any series or class or classes ofstock of the Corporation having general voting rights and not then entitled toelect two members of the Board of Directors pursuant to this paragraph 4 to theexclusion of the holders of all series then so entitled, shall be entitled tovote and elect the balance of the Board of Directors. In such case, the Board ofDirectors of the Corporation shall, as of the date of the annual meeting ofstockholders or at any meeting called for the election of directors aforesaid,be increased by two directors. The rights of the holders of the Series FPreferred Stock to participate (either alone or together with the holders of oneor more other series of Preferred Stock at the time outstanding that are grantedsuch voting rights) in the exclusive election of two members of the Board ofDirectors of the Corporation pursuant to this paragraph 4 shall continue ineffect until the date on which the Corporation next declares and pays (or setsaside funds for payment of) in full dividends on the Series F Preferred Stock atthe Applicable Rate per share per annum for any subsequent dividend period. Atelections for such directors, each holder of Series F Preferred Stock shall beentitled to one-half vote for each share of Series F Preferred Stock held ofrecord on the record date established for the meeting. The holders of Series FPreferred Stock shall have no right to cumulate such shares in voting for theelection of directors. At the annual meeting of stockholders next following thetermination (by reason of the payment of all accumulated and defaulted dividendson such stock or provision for the payment thereof by declaration and settingapart thereof) of the exclusive voting power of the holders of Series FPreferred Stock and the holders of all other series of Preferred Stock that havebeen entitled to vote for and elect such two members of the Board of Directorsof the Corporation pursuant to this paragraph 4, the terms of office of allpersons who may have been elected directors of the Corporation by vote of suchholders shall terminate and the two vacancies created pursuant to this paragraph4 to accommodate the exclusive right of election conferred hereunder shallthereupon be eliminated and the Board of Directors shall be decreased by twodirectors. (iii) So long as any shares of Series F Preferred Stock remainoutstanding, the affirmative vote of the holders of at least two-thirds of theshares of Series F Preferred Stock outstanding at the time given in person or byproxy, at any special or annual meeting called for the purpose, shall benecessary 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 outstandingand notwithstanding any provision of the Charter of the Corporation requiring alesser percentage, the Corporation shall not, without the affirmative vote ofthe holders of at least a majority of the votes of all Parity Stock entitled tovote outstanding at the time, given in person or by proxy, by resolution dulyadopted at a meeting at which a quorum was present and acting and at which theholders of Series F Preferred Stock (alone or together with the holders of oneor more other series of Parity Stock at the time outstanding and entitled tovote) vote separately as a class, (a) directly or indirectly, sell, transfer orotherwise dispose of, or permit HSBC Bank USA, National Association (the "Bank")or any other subsidiary of the Corporation, to issue, sell, transfer orotherwise dispose of any shares of voting stock of the Bank, or securitiesconvertible into or options, warrants or rights to acquire voting stock of theBank, unless after giving effect to any such transaction the Bank remains aControlled Subsidiary (as hereinafter defined) of the Corporation or of aQualified Successor Company (as hereinafter defined); (b) merge or consolidatewith, or convey substantially all of its assets, to any person or corporationunless the entity surviving such merger or consolidation or the transferee ofsuch assets is the Corporation or a Qualified Successor Company; or (c) permitthe Bank to merge, consolidate with, or convey substantially all of its assetsto, any person or corporation unless the entity surviving such merger orconsolidation or the transferee of such assets is a Controlled Subsidiary of theCorporation or of a Qualified Successor Company, except in any of the foregoingcases as required to comply with applicable law, including, without limitation,any court or regulatory order. The term "Qualified Successor Company" shall meana corporation (or other similar organization or entity whether organized underor pursuant to the laws of the United States or any state thereof or of anotherjurisdiction) which (i) is or is required to be a registered bank holdingcompany under the United States Bank Holding Company Act of 1956, as amended, orany successor legislation, (ii) issues to the holders of the Series F PreferredStock in exchange for the Series F Preferred Stock shares of preferred stockhaving at least the same relative rights and preferences as the Series FPreferred Stock (the "Exchanged Stock"), (iii) immediately after suchtransaction has not outstanding or authorized any class of stock or equitysecurities ranking prior to the Exchanged Stock with respect to the payment ofdividends or the distribution of assets upon liquidation, dissolution or windingup of the Corporation, and (iv) holds, as a Controlled Subsidiary orSubsidiaries, either the Bank or one or more other banking corporations which,collectively, immediately after such transaction hold substantially all of theassets and liabilities which the Bank held immediately prior to such transaction(which may be in addition to other assets and liabilities acquired in suchtransaction). "Controlled Subsidiary" shall mean any corporation at least 80% ofthe outstanding shares of voting stock of which shall at the time be owneddirectly or indirectly by the Corporation or a Qualified Successor Company. Inconnection with the exercise of the voting rights contained in this paragraph4(iv), holders of all series of Parity Stock which are granted such votingrights shall vote as a class, and each holder of Series F Preferred Stock shallhave one-half vote for each share of stock held, and each other series shallhave such number of votes, if any, for each share of stock held as may begranted them. 49 The foregoing voting provisions shall not apply as to any shares of SeriesF Preferred Stock if, at or prior to the time when the act with respect to whichsuch vote would otherwise be required shall be effected, all outstanding sharesof Series F Preferred Stock shall have been redeemed or sufficient funds shallhave been deposited in trust in accordance with paragraph 6 to effect suchredemption. 5. Rank. For the purposes of these Articles Supplementary, any class orclasses 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 uponliquidation, dissolution or winding up, to the Common Stock and on a parity withthe Corporation's Series A and Series B Dutch Auction Rate TransferableSecurities Preferred Stock, the Adjustable Rate Cumulative Preferred Stock,Series D, the $1.8125 Cumulative Preferred Stock and the $2.8575 CumulativePreferred Stock. 6. Optional Redemption. The shares of the Series F Preferred Stock may beredeemed 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 totime, as a whole or in part, at $25 per share, plus, in each case, dividendsaccrued 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 besubject to any sinking fund or other obligation of the Corporation to purchaseor redeem the Series F Preferred Stock. Any such redemption may be effected only with the prior approval of theFederal 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 areto be redeemed, the number of shares to be redeemed will be determined by theBoard of Directors of the Corporation and such shares will be redeemed pro ratafrom the holders of record of such shares in proportion to the number of suchshares held by such holders (with adjustments to avoid the redemption offractional shares) or by lot in a manner determined by the Board of Directors ofthe Corporation. Notwithstanding the foregoing, if the full dividends on all outstandingshares of Series F Preferred Stock for the then-current dividend period have notbeen paid or declared and a sum sufficient for payment set aside, no Series FPreferred Stock shall be redeemed unless all outstanding Series F PreferredStock is simultaneously redeemed, and the Corporation shall not purchase orotherwise acquire any Series F Preferred Stock; provided, however, that theforegoing shall not prevent the purchase or acquisition of Series F PreferredStock pursuant to a purchase or exchange offer so long as such offer is made onthe same terms to all holders of the Series F Preferred Stock. 50 Notice of redemption shall be given by mailing the same to each recordholder of the Series F Preferred Stock not less than 30 nor more than 60 daysprior to the date fixed for redemption thereof, at the address of such holder asthe same shall appear on the stock books of the Corporation. Each notice shallstate: (i) the redemption date; (ii) the number of shares of Series F PreferredStock to be redeemed; (iii) the redemption price; (iv) the place or places wherecertificates for such shares of Series F Preferred Stock are to be surrenderedfor payment of the redemption price; (v) that dividends on the shares to beredeemed will cease to accrue on such redemption date; and (vi) the date uponwhich 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 ofshares 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 hasbeen given and if the funds necessary for such redemption have been set aside bythe Corporation separate and apart from its other funds, in trust for the prorata benefit of the holders of any shares of Series F Preferred Stock so calledfor redemption, from and after the redemption date for such shares, dividends onsuch shares shall cease to accrue and such shares shall no longer be deemed tobe outstanding, and all rights of the holders thereof as stockholders of theCorporation (except the right to receive the redemption price) shall cease. Uponsurrender, in accordance with such notice, of the certificates representing anysuch shares (properly endorsed or assigned for transfer, if the Board ofDirectors 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 bythe Corporation. If fewer than all shares represented by any such certificateare redeemed, a new certificate shall be issued representing the unredeemedshares 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 daysfrom the redemption date shall revert to the general funds of the Corporation,after which reversion the holders of such shares so called for redemption shalllook only to the general funds of the Corporation for the payment of the amountspayable upon such redemption. Any interest accrued on funds so deposited shallbe paid to the Corporation from time to time. 7. Liquidation. (i) Upon any liquidation, dissolution or winding up of theCorporation, whether voluntary or involuntary, the holders of the Series FPreferred Stock shall be entitled, whether from capital or surplus, before anyassets of the Corporation shall be distributed among or paid over to holders ofCommon Stock or any other class or series of stock of the Corporation junior tothe 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 equalto all accrued and unpaid dividends thereon for the then-current dividend period(whether or not earned or declared) to and including the date of finaldistribution. The holders of the Series F Preferred Stock will not be entitledto receive the liquidation preference until the liquidation preference of anyother class of stock of the Corporation ranking senior to the Series F PreferredStock as to rights upon liquidation, dissolution or winding up shall have beenpaid (or a sum set aside therefore sufficient to provide for payment) in full.After any such liquidation preference payment, the holders of the Series FPreferred Stock shall not be entitled to any further participation in anydistribution of assets of the Corporation. (ii) If, upon any such liquidation, dissolution or winding up of theCorporation, the assets of the Corporation shall be insufficient to make suchfull payments to the holders of the Series F Preferred Stock and the holders ofany Preferred Stock ranking as to liquidation, dissolution or winding up on aparity with the Series F Preferred Stock, then such assets shall be distributedamong the holders of the Series F Preferred Stock ratably in accordance with therespective amounts which would be payable on such shares of Series F PreferredStock and any other such Preferred Stock if all amounts thereon were paid infull. (iii) Neither the sale, lease or exchange (for cash, shares of stock,securities or other consideration) of all or substantially all of the propertyand assets of the Corporation, nor the merger or consolidation of any othercorporation into or with the Corporation nor a reorganization of theCorporation, shall be deemed to be a liquidation, dissolution or winding up ofthe Corporation. 8. Parity Stock. So long as any shares of Series F Preferred Stock shallremain outstanding, in case the stated dividends or amounts payable onliquidation, dissolution or winding up of the Corporation are not paid in fullwith respect to all outstanding shares of Parity Stock, all such shares shallshare ratably (x) in the payment of dividends, including accumulations (if any)in accordance with the sums which would be payable in respect of all 51 outstanding shares of Parity Stock if all dividends were paid in full and (y) inany distribution of assets upon liquidation, dissolution or winding up of theCorporation, in accordance with the sums which would be payable in respect ofall outstanding Parity Stock if all sums payable were discharged in full. 9. Certain Definitions. (i) The term "outstanding," when used in referenceto shares of stock, shall mean issued shares, excluding shares reacquired by theCorporation. (ii) The amount of dividends "accrued" on any share of Series F PreferredStock as at any quarterly dividend payment date, shall be deemed to be theamount of any unpaid dividends accumulated thereon (if any) from and includingthe preceding quarterly dividend payment date to and including the end of theday 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 aquarterly dividend payment date, shall be calculated as the amount of any unpaiddividends accumulated thereon (if any) from and including the precedingquarterly dividend payment date to and including the date as of which thecalculation is made, calculated in accordance with the provisions of paragraph2. 10. Exclusion of Other Rights. Unless otherwise required by law, shares ofthe Series F Preferred Stock shall not have any rights, including preemptiverights, or preferences other than those specifically set forth herein, in theCharter or as provided by applicable law. 11. Notice. All notices or communications unless otherwise specified inthe Bylaws of the Corporation or these Articles Supplementary shall besufficiently given if in writing and delivered in person or mailed byfirst-class mail, postage prepaid. Notice shall be deemed given on the earlierof the date received or the date such notice is mailed. 12. Interpretation or Adjustment By Board of Directors. The Board ofDirectors of the Corporation may, consistent with Maryland law, interpret oradjust the provisions of these Articles Supplementary to resolve anyinconsistency or ambiguity, remedy any formal defect or make any other change ormodification which does not adversely affect the rights of beneficial owners ofthe Series F Preferred Stock, and if such inconsistency or ambiguity reflectsany typographical error, error in transcription or other error, the Board ofDirectors may authorize the filing of a Certificate of Correction. THIRD: The shares of Series F Preferred Stock have been classified anddesignated by the Board of Directors under the authority contained in theCharter of the Corporation. FOURTH: The terms and provisions of the Series F Preferred Stock as set forth inthese Articles Supplementary have been approved by the Board of Directors in themanner and by the vote required by law. 52 IN WITNESS WHEREOF, HSBC USA Inc. has caused these presents to be signedin its name and on its behalf by its authorized officer and its corporate sealto be hereunto affixed and attested by its Secretary, and the said officers ofthe Corporation further acknowledge said instrument to be the corporate act ofthe Corporation and state under the penalties of perjury that to the best oftheir knowledge, information and belief the matters and facts therein set forthwith 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 SternTitle: Assistant Secretary 53 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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