Prospectus excerpt:  As a holder of Depositary Shares, you are entitled to all proportional rights and preferences of the Series G Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights acting through the Depositary. The proportional liquidation preference of each Depositary Share is $25.

Dividends on the Series G Preferred Stock will accrue from October 19, 2005 and will be payable when, as and if declared by the board of directors of HSBC USA Inc. quarterly on the 1st calendar day of January, April, July and October of each year, commencing January 1, 2006. Dividends on the Series G Preferred Stock will be payable at a floating rate equal to three-month LIBOR plus 0.75%, but the dividend rate will not be less than 4.0% per annum.

Dividends on the Series G Preferred Stock will be non-cumulative. Accordingly, if for any reason our board of directors does not declare a dividend on the Series G Preferred Stock for a dividend period, we will not pay a dividend for that dividend period on the dividend payment date for that dividend period or at any future time, whether or not our board of directors declares dividends on the Series G Preferred Stock for any subsequent dividend period. However, with certain exceptions, we may not declare or pay dividends on or redeem or purchase our common stock or other series of preferred stock at any time if we have not declared, paid or set aside for payment full dividends on the Series G Preferred Stock for the then-current dividend period.

We may redeem the Series G Preferred Stock on or after January 1, 2011, in whole or in part, at a redemption price equal to $1,000 per share of Series G Preferred Stock (which is equal to $25 per Depositary Share) plus accrued and unpaid dividends for the then-current dividend period to the date fixed for redemption.

Shares of the Series G Preferred Stock are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of HSBC USA Inc. Neither the Federal Deposit Insurance Corporation nor any other government agency has insured the Series G Preferred Stock.