Prospectus excerpt:  We are offering $3,400,000,000 principal amount of Perpetual Subordinated Capital Securities, Series 2, or Capital Securities. The Capital Securities will be issued pursuant to an indenture dated as of April 8, 2008, as described herein. HSBC Holdings plc will pay interest in arrears on the Capital Securities on March 15, June 15, September 15 and December 15 of each year, at a rate of 8.00% per annum beginning on September 15, 2010. Coupon payments on the Capital Securities may be deferred at our discretion as described under "Description of the Capital Securities?Deferred Coupon Payments" in this prospectus supplement. Any deferred coupon payments may be paid only through the Alternative Coupon Satisfaction Mechanism described herein. Deferred coupon payments will be satisfied upon a redemption, variation or exchange of the Capital Securities only in accordance with the Alternative Coupon Satisfaction Mechanism, except upon our winding up or in the case of a Definitive Suspension.

The Capital Securities have no fixed maturity date. At our option, however, we may redeem the Capital Securities at any time on or after December 15, 2015 at their principal amount together with any accrued and unpaid coupon payments, including any deferred coupon payments, subject to our obligation to make payment of any deferred coupon payments only through the Alternative Coupon Satisfaction Mechanism. We may also redeem the Capital Securities at any time in the event of a change in certain U.K. regulatory requirements or for certain tax reasons as described under "Description of the Capital Securities?Redemption".

We may exchange the Capital Securities in whole (but not in part), at our option, for Preference Shares, as defined herein, issued by us, on any coupon payment date. The Preference Shares that we may issue upon exchange of the Capital Securities will be preference shares with a liquidation preference equal to $25.00 per share paying non-cumulative preferential dividends quarterly in arrears, if declared, of 8.00% of the liquidation preference per annum.