FIFTH SUPPLEMENTAL INDENTURE

 Exhibit 4.20

HSBC USA INC.

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Original Trustee

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Series Trustee

____________________

FIFTH SUPPLEMENTAL INDENTURE

Dated as of December 17, 2008

To

INDENTURE

Dated as of March 31, 2006

____________________

Senior Debt Securities

FIFTH SUPPLEMENTAL INDENTURE, dated as of December 17, 2008, among HSBC USA Inc., a Maryland corporation (the " Company "), Deutsche Bank Trust Company Americas, as Trustee (the " Original Trustee "), and Wells Fargo Bank, National Association, as trustee with respect to the Notes (as hereinafter defined) (the " Series Trustee ").

W I T N E S S E T H:

WHEREAS, the Company and the Original Trustee executed and delivered an Indenture, dated as of March 31, 2006 (the " Indenture "), to provide for the issuance by the Company from time to time of senior debt securities evidencing its indebtedness, to be issued in one or more series as provided in the Indenture;

WHEREAS, pursuant to Board Resolutions, the Company has authorized the creation and issuance of $350,000,000 aggregate principal amount of Floating Rate Guaranteed Notes due December 19, 2011, to be originally issued on December 17, 2008 (collectively, the " Notes ");

WHEREAS, pursuant to the Board Resolution authorizing the issuance of the Notes, Wells Fargo Bank, National Association has been designated as the Series Trustee under the Indenture in respect of the Notes;

WHEREAS, Section 1101 of the Indenture provides that, without the consent of the Holders, the Company, when authorized by a Board Resolution, may enter into a supplemental indenture with the Original Trustee (i) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to one or more series of Debt Securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of Section 611 of the Indenture, or (ii) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Outstanding Debt Securities of any series created prior to the execution of this supplemental indenture in any material respect;

WHEREAS, the Company has requested that the Original Trustee enter into this Fifth Supplemental Indenture in connection with the Company’s appointing the Series Trustee with all the rights, powers, trusts and duties of the Original Trustee with respect to, and only with respect to, the Notes and for the purpose of supplementing and amending the Indenture pursuant to Section 1101 thereof to permit such appointment;

WHEREAS, the Company has determined that this Fifth Supplemental Indenture is authorized or permitted by Sections 1101 and 611 of the Indenture and has delivered to the Original Trustee and the Series Trustee an Opinion of Counsel to that effect and an Opinion of Counsel and an Officers’ Certificate pursuant to Section 102 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Original Trustee’s and the Series Trustee’s execution and delivery of this Fifth Supplemental Indenture have been complied with;

WHEREAS, the entering into this Fifth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid indenture and agreement according to its terms have been done.

NOW, THEREFORE, the Company, the Original Trustee and the Series Trustee agree as follows:

ARTICLE 1

AMENDMENTS

Section 1.1.  Definitions . Section 101 of the Indenture is hereby amended by adding the following definitions:

" Authorized Representative " has the meaning specified in Section 2.5 of this Fifth Supplemental Indenture.

" Debt Guarantee Program " has the meaning specified in Section 2.4 of this Fifth Supplemental Indenture.

" Effective Period " has the meaning specified in Section 2.8 of this Fifth Supplemental Indenture.

" FDIC " means the Federal Deposit Insurance Corporation, a corporation organized under the laws of the United States.

" Notes " means the Company’s Floating Rate Guaranteed Notes due December 19, 2011, which Notes are guaranteed by the FDIC pursuant to its Temporary Liquidity Guarantee Program.

" Master Agreement " has the meaning specified in Section 2.10 of this Fifth Supplemental Indenture.

" Temporary Liquidity Guarantee Program " means the Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

Section 1.2.  Form of Note . Pursuant to Section 201 of the Indenture, the form of note relating to the Notes shall be as attached hereto as Annex A.

Section 1.3.  Events of Default . Sections 501(1) and 501(2) of the Indenture shall not apply to the Notes and the following paragraphs shall hereby be inserted with respect to the Notes in lieu thereof:

(1) default (a) by the Company in the payment of any interest upon the Notes when it becomes due and payable and continuance of such default for a period of 30 days and (b) by the FDIC in the payment of any interest upon the Notes in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370); or

(2) default (a) by the Company in the payment of the principal of (or premium, if any, on) the Notes at Maturity and (b) by the FDIC in the payment of the principal of (or premium, if any, on) the Notes in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370); or

Section 1.4.  Remedies . The first paragraph of Section 502 of the Indenture shall not apply to the Notes and the following paragraph shall hereby be inserted with respect to the Notes in lieu thereof:

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"If an Event of Default specified in Sections 501(1) or 501(2) occurs and is continuing, then and in every such case the Series Trustee or the Holders of not less than 25% in principal amount of the Notes may declare the principal amount of the Notes and all accrued but unpaid interest to be due and payable immediately, by a notice in writing to the Company (and to the Series Trustee if given by Holders), and upon any such declaration such principal amount and interest shall become immediately due and payable. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the Notes shall terminate."

ARTICLE 2

APPOINTMENT OF AND ACCEPTANCE

BY SERIES TRUSTEE

ARTICLE TWO

SCOPE OF THIS SUPPLEMENTAL INDENTURE

Section 2.1.  Scope of this Supplemental Indenture . The changes, modifications and supplements to the Indenture effected by this Fifth Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Notes (as defined herein), and shall not apply to any other series of Debt Securities.

Section 2.2. Appointment of Series Trustee. Pursuant to the Indenture and this Fifth Supplemental Indenture, the Company hereby appoints the Series Trustee as Trustee under the Indenture with respect to, and only with respect to, the Notes. Pursuant to the Indenture, all the rights, powers, trusts and duties of the Trustee under the Indenture shall be vested in the Series Trustee with respect to the Notes and there shall continue to be vested in the Original Trustee all of its rights, powers, trusts and duties as Trustee under the Indenture with respect to all of the series of Securities as to which it has served and continues to serve as Trustee under the Indenture.

Section 2.3. Eligibililty of Series Trustee. The Series Trustee hereby represents that it is qualified and eligible under the provisions of Section 609 of the Indenture and the provisions of the Trust Indenture Act to accept its appointment as Trustee with respect to the Notes under the Indenture and hereby accepts the appointment as such Trustee.

Section 2.4. Acknowledgement of the FDIC’s Debt Guarantee Program. The parties to the Indenture and this Fifth Supplemental Indenture acknowledge that the Company has not opted out of the debt guarantee program as set forth in 12 C.F.R. Part 370 (the "Debt Guarantee Program") established by the FDIC under the FDIC’s Temporary Liquidity Guarantee Program.

As a result, this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp . The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.

Section 2.5 Series Trustee Designated as Authorized Representative . The Series Trustee is designated under this Fifth Supplemental Indenture as the duly authorized representative of the Holders of the Notes for purposes of making claims and taking other permitted or required

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actions under the Debt Guarantee Program (the "Authorized Representative"). Any Holder may elect not to be represented by the Authorized Representative by providing written notice of such election to the Authorized Representative (it being understood that such election shall not affect the Series Trustee’s capacity hereunder except as the representative of such Holder under the Debt Guarantee Program). The Company hereby authorizes and directs the Authorized Representative to take all actions on behalf of the Holders that the Authorized Representative is required or empowered to take on behalf of the Holders pursuant to the Debt Guarantee Program including, without limitation, in the event the Company fails to make any payment in respect of the Notes on the date such payment is due, to take all reasonable actions to pursue guarantee payments from the FDIC pursuant to the Debt Guarantee Program.

In particular, (i) on the 30th day from the date the Company defaults in payment of interest, which default has not been cured by the Company by such 30th day, or (ii) no later than the fourth (4th) business day after Maturity, in the case of default in principal, the Authorized Representative shall make a demand on behalf of the Holders of the Notes to the FDIC for payment of the guaranteed amount under the Debt Guarantee Program. Such demand shall be accompanied by a proof of claim, which shall include evidence, to the extent not previously provided in the Master Agreement, in form and content satisfactory to the FDIC, of: (A) the Authorized Representative’s financial and organizational capacity to act as representative under the Temporary Liquidity Guarantee Program; (B) the Authorized Representative’s exclusive authority to act on behalf of the Holders of the Notes and its fiduciary responsibility to the Holders when acting as such, as established by the terms of the Indenture; (C) the occurrence of a payment default with respect to the Notes; and (D) the authority to make an assignment of the Holders’ right, title, and interest in the Notes to the FDIC and to effect the transfer to the FDIC of the Holder’s claim in any insolvency proceeding. Such assignment shall include the right of the FDIC to receive any and all distributions on the Notes from the proceeds of the receivership or bankruptcy estate. Any demand under this Section 2.5 shall be made in writing and directed to the Director, Division of Resolution and Receiverships, Federal Deposit Insurance Corporation, Washington, D.C., and shall include all supporting evidences as provided in this Section 2.5, and shall certify to the accuracy thereof.

Section 2.6. Subrogation of the FDIC . The FDIC shall be subrogated to all of the rights of the Holders and the Authorized Representative under this Indenture against the Company in respect of any amounts paid to the Holders, or for the benefit of the Holders, under the Notes by the FDIC pursuant to the Debt Guarantee Program.

Section 2.7. Assignment upon Guarantee Payment. The Holders hereby authorize the Authorized Representative, at such time as the FDIC shall commence making any guarantee payments to the Authorized Representative for the benefit of the Holders of the Notes pursuant to the Debt Guarantee Program, to execute an assignment in the form attached to the Indenture as Annex B pursuant to which the Authorized Representative shall assign to the FDIC its right to receive any and all payments from the Company under this Indenture on behalf of the Holders of the Notes. The Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of payments made in respect of the Notes for all purposes of the Indenture and upon any such assignment, the FDIC shall be deemed a Holder of the Notes under this Indenture for all purposes hereof, and the Company hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Indenture as a result of such assignment.

Section 2.8. Surrender of Senior Unsecured Debt Instrument to the FDIC . If, at any time on or prior to the expiration of the period during which the Notes are guaranteed by the FDIC under the Debt Guarantee Program (the "Effective Period"), payment in full with respect to the

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Notes shall be made pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to such date of payment, the Holder shall, or the Holder shall cause the person or entity in possession to, promptly surrender to the FDIC the certificate, note or other instrument evidencing the Notes, if any.

Section 2.9. Notice Obligations to FDIC of Payment Default . If, at any time prior to the earlier of (a) full satisfaction of the payment obligations in respect of the Notes, or (b) expiration of the Effective Period with respect to thereto, the Company is in default of any payment obligation in respect of the Notes, including timely payment of any accrued and unpaid interest in respect of the Notes, without regard to any cure period, the Authorized Representative covenants and agrees that it shall provide written notice to the FDIC within one (1) Business Day of such payment default at the address set forth below, or at such other address or by such other means of delivery as the FDIC may specify from time to time:

The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch

Division of Resolutions and Receiverships

Attention: Master Agreement

550 17th Street, N.W.

Washington, DC 20429

Section 2.10. Ranking . Any indebtedness of the Company to the FDIC arising under Section 2.03 of the Master Agreement entered into by the Company and the FDIC in connection with the Debt Guarantee Program (the "Master Agreement") will constitute a senior unsecured general obligation of the Company, ranking pari passu with the Notes issued hereunder.

Section 2.11. No Modifications without FDIC Consent . Notwithstanding anything to the contrary contained in Article XI of the Indenture, without the express written consent of the FDIC, the parties hereto agree not to amend, modify, supplement or waive any provision in this Fifth Supplemental Indenture or the Notes that is related to the principal or interest payment, default or ranking of the Notes; that is required to be included herein or therein pursuant to the Master Agreement; or any provision herein or therein that would require the consent of each Holder of the Notes.

Section 2.12.  Form of Assignment . The Indenture is hereby amended by attaching as Annex B thereto the Form of Assignment attached to this Fifth Supplemental Indenture as Annex B.

Section 2.13 . Security Registrar and Paying Agent . Pursuant to the Indenture, the Company hereby appoints HSBC Bank USA, N.A. as "Security Registrar" and "Paying Agent" with respect to the Notes.

ARTICLE 3

MISCELLANEOUS

Section 3.1 . Definitions. For all purposes of the Indenture, except as otherwise expressly provided or unless the context requires otherwise a term defined in the Indenture and not otherwise defined herein has the same meaning when used in this Fifth Supplemental Indenture.

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Section 3.2 . Confirmation of Indenture. The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.3 . Concerning the Trustees. Neither the Original Trustee nor the Series Trustee assumes any duties, responsibilities or liabilities by reason of this Fifth Supplemental Indenture other than as set forth in the Indenture and, in carrying out its responsibilities hereunder, each shall have all of the rights, powers, privileges, protections and immunities which it possesses under the Indenture. The Original Trustee shall have no liability for any acts or omissions of the Series Trustee including, without limitation, with respect to the obligations of the Series Trustee as Authorized Representative, and the Series Trustee shall have no liability for any acts or omissions of the Original Trustee.

Section 3.4 . Governing Law. This Fifth Supplemental Indenture shall be deemed to be a contract made and to be performed entirely in the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.5 . Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, this Fifth Supplemental Indenture has been duly executed by the Company, the Original Trustee and the Series Trustee as of the day and year first written above.