HSBC HOLDINGS PLC
                                    As Issuer

                                       and

                             [BOOK-ENTRY DEPOSITARY]
                            As Book-Entry Depositary

                                       and

                       THE OWNERS OF BOOK-ENTRY INTERESTS


                             NOTE DEPOSIT AGREEMENT


                                   Dated as of





<PAGE>

ARTICLE 1.  DEFINITIONS AND OTHER GENERAL PROVISIONS...........................3
Section 1.1.  Definitions......................................................3
Section 1.2.  Rules of Construction............................................5
ARTICLE 2.  BOOK-ENTRY INTERESTS...............................................5
Section 2.1.  Deposit of Global Notes..........................................5
Section 2.2.  Book-entry Systems...............................................5
Section 2.3.  Record Of Transfer Of The Certificateless Depositary Interest....6
Section 2.4.  Transfer Of The Global...........................................6
Section 2.5.  Cancellation.....................................................7
Section 2.6.  Payments In Respect Of A Certificateless Depositary Interest
              And A Global Note................................................7
Section 2.7.  Redemption of Notes And Book-Entry Interests.....................8
Section 2.8.  Record Date......................................................8
Section 2.9.  Action In Respect Of The Certificateless Depositary Interest.....8
Section 2.10.  Changes Affecting The Global Notes..............................9
Section 2.11.  Reports.........................................................9
Section 2.12.  Additional Amounts..............................................9
ARTICLE 3.  THE BOOK-ENTRY DEPOSITARY.........................................10
Section 3.1.  Certain Duties And Responsibilities.............................10
Section 3.2.  Certain Rights Of Book-Entry Depositary.........................11
Section 3.3.  Not Responsible For Recitals Or The Issuance Of Notes...........12
Section 3.4.  Money Held In Trust.............................................13
Section 3.5.  Compensation And Reimbursement..................................13
Section 3.6.  Book-Entry Depositary Required;.................................14
Section 3.7.  Resignation And Removal; Appointment Of Successor...............14
Section 3.8.  Acceptance Of Appointment By Successor..........................15
Section 3.9.  Merger, Conversion, Consolidation Or Succession To Business.....16
Section 3.10.  May Hold Notes; Other..........................................16
ARTICLE 4.  MISCELLANEOUS PROVISIONS..........................................17
Section 4.1.  Notices To Book-Entry Depositary Or Issuer......................17
Section 4.2.  Notice To Depositary And Owners; Waiver.........................17
Section 4.3.  Effect Of Heading And Table Of Contents.........................17
Section 4.4.  Successors And Assigns..........................................18
Section 4.5.  Separability Clause.............................................18
Section 4.7.  Governing Law...................................................18
Section 4.8.  Jurisdiction....................................................18
Section 4.9.  Counterparts....................................................18
Section 4.10.  Inspection Of Agreement........................................18
Section 4.11.  Satisfaction And Discharge.....................................18
Section 4.12.  Amendments.....................................................19
Section 4.13.  Book-Entry Depositary To Execute Amendments....................19

<PAGE>

                             NOTE DEPOSIT AGREEMENT

         THIS NOTE DEPOSIT AGREEMENT (this "Agreement") is made as of by and
between HSBC Holdings plc, a public limited company organized and existing under
the laws of England and Wales (the "Issuer"), which is a party for the limited
purposes referred to herein, [Book-Entry Depositary], as Book-Entry Depositary
(the "Book-Entry Depositary"), and the owners from time to time of beneficial
interests in Depositary interests issued hereunder in book-entry form ("Book
Entry Interests") in respect of one or more Global Notes (as defined below)
representing one or more Series (as defined below) of Notes (the "Notes") to be
issued pursuant to one of two Indentures (each, an "Indenture") dated as of
between [Book-Entry Depositary], as Trustee, and the Issuer.

                                    ARTICLE 1

                    DEFINITIONS AND OTHER GENERAL PROVISIONS

         SECTION 1.1. DEFINITIONS. The following terms, as used herein, have the
following meanings:

         "Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control", when used with
respect to any specific Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Beneficial Owner" means any Person owning any beneficial interest in
the relevant Certificateless Depositary Interest but who is not the Holder of
such Certificateless Depositary Interest, and may include any "DTC Participant"
(as hereinafter defined), it being understood that the term "Beneficial Owner"
shall not include any agent or financial intermediary holding an interest in
such Certificateless Depositary Interest solely to the extent such interest is
held for or on behalf of any Beneficial Owner.

         "Board Resolution" shall have the meaning ascribed to it in the
relevant Indenture.

         "Book-Entry Depositary" means the party named as such in this Agreement
or its nominee or the custodian of either until a successor shall have become
such pursuant to Section 3.07 hereof, and thereafter "Book-Entry Depositary"
shall mean such successor or its nominee or the custodian of either.

         "Book-Entry Notes" means interests in the relevant Certificateless
Depositary Interest which are eligible for trading through DTC's book-entry
system.

         "Certificateless Depositary Interest" means an interest in a Global
Note held by the Book-Entry Depositary that (i) shall, at all times, represent
the right to receive 100% of the principal and premium (if any) of and interest
and Payments and Missed Payments (if any) on such Global Note and the right to
receive in certain circumstances the issue of one or more Definitive Notes
representing up to 100% of the principal amount represented by such Global Note
and (ii) is issued by the Book-Entry Depositary to the Depositary or its
nominee.

         "Corporate Trust Office" means the principle Corporate Trust Office of
the Book-Entry Depositary in The City of New York, at which any particular time
its corporate trust business shall be principally administered, which at the
date hereof is located at [Book-Entry Depositary's address].

         "Definitive Notes" means Definitive Notes in registered form issued
pursuant to the relevant Indenture.

         "Depositary" means DTC, or any successor, as the owner of the relevant
Certificateless Depositary Interest and indicated as such in the records of the
Book-Entry Depositary.

         "DTC" means The Depository Trust Company or its nominee.

         "DTC Participants" means institutions that have accounts with DTC or
its successors.

         "Event of Default" shall have the meaning ascribed to it in the
relevant Indenture.

         "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.

         "Global Note" means one or more global securities in bearer form
representing 100% of a Series.

         "Holder" means the person in whose name a Certificateless Depositary
Interest is recorded in the records of the Book-Entry Depositary and shall
initially be DTC.

         "Letter of Representations" means the relevant Letter of
Representations to DTC with respect to all Notes or a particular Series of Notes
from the Book-Entry Depositary.

         "Officers' Certificate" shall have the meaning ascribed to it in the
relevant Indenture.

         "Opinion of Counsel" means a written opinion from legal counsel, who
may be counsel to the Issuer and who shall otherwise be reasonably satisfactory
to the Book-Entry Depositary.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Responsible Officer" means, with respect to the Book-Entry Depositary,
any vice president, any assistant vice president, the secretary, any assistant
secretary, any assistant treasurer, any trust officer or assistant trust officer
employed by the Book-Entry Depositary's corporate trust department or any other
officer of the Book-Entry Depositary customarily performing functions similar to
those performed by any of the above-designated officers, and also means, with
respect to a particular corporate trust or agency matter, any other officer to
whom such matter is referred because of his or her knowledge and familiarity
with the particular subject.

          "Series" means all Notes of the same Series authorized by or pursuant
to a particular resolution or resolutions of the Board of Directors of the
Issuer in accordance with the terms of the relevant Indenture.

         "TIA" means the United States Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb) as in effect on the date of the Indentures; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by such amendment, the Trust Indenture
Act of 1939, as so amended.

         "Trustee" means the Person acting as Trustee under the relevant
Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of such Indenture, and "Trustee" shall thereafter mean
such successor Trustee.

         SECTION 1.2. RULES OF CONSTRUCTION. Unless the context otherwise
requires, (1) a term has the meaning assigned to it herein; (2) any capitalized
term not otherwise defined herein shall have the meaning ascribed to it in the
relevant Indenture; (3) "or" is not exclusive; (4) "including" means including
without limitation; (5) words in the singular include the plural and words in
the plural include the singular; and (6) the words "herein", "hereof" and
"hereunder" and other words of similar import to this Agreement as a whole and
not to any particular Article, Section or other subdivision.

                                    ARTICLE 2

                              BOOK-ENTRY INTERESTS

         SECTION 2.1. DEPOSIT OF GLOBAL NOTES. The Book-Entry Depositary hereby
agrees to accept custody of the Global Notes and shall act as Book-Entry
Depositary in accordance with the terms of this Agreement. The Book-Entry
Depositary shall hold the Global Notes at its Corporate Trust Office in the
Borough of Manhattan, The City of New York or at such place or places as it
shall determine with the consent of the Issuer for the purposes of Section 2.03
below. The Book-Entry Depositary shall issue the relevant Certificateless
Depositary Interest in accordance with the relevant Letter of Representations.

         SECTION 2.2.  BOOK-ENTRY SYSTEMS.

         (a) Upon acceptance by DTC of the Certificateless Depositary Interest
of a Series for entry into its book-entry settlement system in accordance with
the terms of the Letter of Representations, Book-Entry Notes of a Series will be
traded through DTC's book-entry system, and ownership of such Book-Entry Notes
shall be shown in, and the transfer of such ownership shall be effected through,
records maintained by DTC or its successors or DTC Participants. Book-Entry
Notes of a Series shall be transferable only as units in the same denominations
as the Notes to which they correspond.

         (b) The Certificateless Depositary Interest shall be issuable only to
DTC, or successors of DTC or their respective nominees. Except as provided in
Section 2.04, no owner of Book-Entry Notes of a Series shall be entitled to
receive a Definitive Note on account of such ownership, and such owner's
interest therein shall be shown only in accordance with the procedures of DTC as
set forth in the Letter of Representations.

         (c) Neither the Depositary nor any Beneficial Owner shall be entitled
to any benefits under this Agreement nor shall any Certificateless Depositary
Interest be valid or obligatory for any purpose, unless such Certificateless
Depositary Interest shall have been properly credited on the records of the
Book-Entry Depositary in the name of the Depositary.

         SECTION 2.3. RECORD OF TRANSFER OF THE CERTIFICATELESS DEPOSITARY
INTEREST. The Issuer appoints the Book-Entry Depositary as its agent for the
sole purpose of maintaining at the Book-Entry Depositary's Corporate Trust
Office records in which the Book-Entry Depositary shall (i) record DTC as the
Initial owner of a Certificateless Depositary Interest of a Series, (ii) record
the transfer of such Certificateless Depositary Interest, and (iii) record the
increases and decreases in the principal amount represented by such
Certificateless Depositary Interest. Certificateless Depositary Interests cannot
be transferred unless such transfer is noted in the records of the Book-Entry
Depositary. The Book-Entry Depositary shall treat the Person in whose name the
Certificateless Depositary Interest of a Series is recorded in the records of
the Book-Entry Depositary as the owner thereof for all purposes whatsoever and
shall not be bound or affected by any notice to the contrary, other than an
order of a court having jurisdiction over the Book-Entry Depositary.

         The foregoing paragraph shall not (i) impose an obligation on the
Book-Entry Depositary to record the interests in or transfers of Book-Entry
Notes of a Series held by DTC Participants, or Persons that may hold Book-Entry
Notes of a Series through DTC Participants or (ii) restrict transfers of such
Book-Entry Notes held by DTC Participants or such Persons.

         In connection with the Book-Entry Depositary's appointment as the
Issuer's agent under this Section 2.03, the Issuer shall have such compensation
and reimbursement obligations as specified in Section 3.05 hereof and such
rights and obligations as regards removal of the Book-Entry Depositary and
appointment of a successor as are specified in Section 3.07 hereof.

         SECTION 2.4. TRANSFER OF THE GLOBAL NOTE. The Book-Entry Depositary
shall hold the Global Notes in custody for the benefit of the Depositary. The
Book-Entry Depositary shall not transfer or lend any Global Note or any interest
therein except that the Book-Entry Depositary may transfer Global Notes to a
successor Book-Entry Depositary in accordance with Section 3.07. Notwithstanding
the foregoing, the Book-Entry Depositary shall not under any circumstances
surrender or deliver any Global Note to the Depositary. A Global Note shall be
exchangeable pursuant to this Section only (i) if the Book-Entry Depositary
notifies the Issuer in writing that it is unwilling or unable to continue to act
as Book-Entry Depositary and a successor Book-Entry Depositary is not appointed
by the Issuer within 90 days of such notification, (ii) if DTC notifies the
Book-Entry Depositary that it is unwilling or unable to continue to hold the
Certificateless Depositary Interests issued by the Book-Entry Depositary with
respect a Global Note or if at any time DTC is unable to or ceases to be
eligible as a clearing agency registered under the Exchange Act and a successor
to DTC registered under the Exchange Act is not appointed by the Book-Entry
Depositary at the written request of the Issuer within 90 days, or (iii) an
Event of Default has occurred and is continuing and the Book Entry Depositary
has received a request from DTC, or (iv) if a Global Note shall otherwise be
exchangeable under the relevant Indenture. If exchangeable pursuant to the
preceding sentence, the relevant Global Note shall be exchangeable for
Definitive Notes aggregating a like amount as the relevant Global Note so
exchangeable. Definitive Notes shall be registered in the names of (or if
permitted by the terms of the Notes, otherwise delivered to) the owners of the
beneficial interests in the relevant Global Note as such names are from time to
time provided, where DTC holds the Certificateless Depositary Interest
corresponding to the relevant Global Note, by the relevant DTC Participants
holding interests in the relevant Global Note (as the names of such DTC
Participants are provided to the Book-Entry Depositary from time to time by DTC
and by the Book-Entry Depositary to the Issuer) and, in all other cases, by the
Holder, to the Trustee. The Book-Entry Depositary agrees that in either such
event it will promptly surrender the relevant Global Note held by it to the
Trustee in connection with such exchange for cancellation pursuant to the
relevant Indenture.

         Delivery of Definitive Notes pursuant to this Section 2.04 shall be
made free of any fees of the Book-Entry Depositary to the Depositary or
Beneficial Owner with respect thereto; provided that, a Person receiving
Definitive Notes shall be obligated to pay or otherwise bear the cost of any tax
or other governmental charge and any cost or expenses of the Book-Entry
Depositary relating to insurance, postage, transportation and the like.

         SECTION 2.5. CANCELLATION. If a Global Note is surrendered for payment,
or for redemption or purchase of Notes evidenced thereby or for exchange for
Definitive Notes to any Person other than the Trustee, such Global Note shall,
subject to Section 2.07, be delivered to the Trustee for cancellation.

         SECTION 2.6. PAYMENTS IN RESPECT OF A CERTIFICATELESS DEPOSITARY
INTEREST AND A GLOBAL NOTE.

         (a) Whenever the Book-Entry Depositary shall receive from any Paying
Agent appointed under the relevant Indenture any payment on a Global Note, the
amount so received shall be distributed promptly to the Depositary entitled
thereto, on the corresponding payment date for such Global Note. So long as DTC
is the Depositary, such payments shall be made in accordance with the Letter of
Representations.

         (b) The Book-Entry Depositary shall forward to the Issuer and the
Trustee or their agents such information from its records as the Issuer or the
Trustee may reasonably request to enable the Issuer, the Trustee or their agents
to file necessary reports with governmental agencies, and the Book-Entry
Depositary, the Issuer and the Trustee or their agents may (but shall not be
required to) file any such reports necessary to obtain benefits under any
applicable tax treaties for the Depositary or Beneficial Owners of Book-Entry
Notes of a Series.

         (c) None of the Issuer, the Trustee, the Book-Entry Depositary or any
agent of the Issuer, the Trustee or the Book-Entry Depositary will have any
responsibility or liability for any aspect of the records relating to payments
made by the Depositary (or its direct or indirect Participants) on account of
Book-Entry Notes of a Series or for maintaining, supervising or reviewing any
records relating to such Book-Entry Notes.

         (d) Notwithstanding any other provision of this Agreement, the
Book-Entry Depositary shall be required to pay to the Depositary only amounts
(including Additional Amounts (as defined herein)) received by the Book-Entry
Depositary under a Global Note.

         SECTION 2.7. REDEMPTION OF NOTES AND BOOK-ENTRY INTERESTS. In the event
that the Issuer or a Holder exercises any right of conversion, exchange or
redemption under the relevant Indenture and terms of the Notes of a Series in
respect of all or any part of a Global Note, the Book-Entry Depositary shall
promptly deliver such Global Note to the Trustee and request the Trustee to
endorse the relevant schedule to such Global Note to reflect the reduction in
the principal amount of such Global Note as a result of such conversion,
exchange or redemption. In addition, the Book-Entry Depositary shall notify the
Depositary of the principal amount redeemed and of a corresponding reduction of
the same principal amount of the corresponding Certificateless Depositary
Interest. The Book-Entry Depositary shall pay or deliver, as the case may be,
all such amounts or securities, as the case may be, received by it in connection
with such conversion, exchange or redemption to the Depositary.

         SECTION 2.8. RECORD DATE. Whenever (i) the Book-Entry Depositary shall
receive notice of any action to be taken by the Holder of a Global Note, (ii)
any payment is to be made in respect of a Global Note, or (iii) the Book-Entry
Depositary otherwise deems it appropriate in respect of any other matter, the
Book-Entry Depositary shall fix a record date for the determination of the
relevant principal amount represented by the relevant Certificateless Depositary
Interest and the Holder at such record date, with respect to which and/or whom
the Depositary shall be entitled to take any such action or made such payment or
to act in respect of any such matter, which record date shall be the same date
as that fixed with respect to the corresponding Holder of the relevant Global
Note or Holders of Definitive Notes under the relevant Indenture. Subject to the
provisions of this Agreement, only the Depositary in whose name the relevant
Certificateless Depositary Interest is recorded in the records of the Book-Entry
Depositary at the close of business on such record date shall be entitled to
give instructions as to such action, receive any such action or to act in
respect of any such matter.

         SECTION 2.9. ACTION IN RESPECT OF THE CERTIFICATELESS DEPOSITARY
INTEREST. As soon as practicable after receipt by the Book-Entry Depositary of
notice of any solicitation of consents or request for a waiver or other action
by the Holder of a Global Note under the relevant Indenture or by the Book-Entry
Depositary under this Agreement, the Book-Entry Depositary shall mail to the
Depositary a notice containing (a) such information as is contained in the
notice received, (b) a statement that the Depositary at the close of business on
a specified record date (established in accordance with Section 2.08 hereof)
will be entitled, subject to the provisions of or governing the relevant
Certificateless Depositary Interest or Global Note, to instruct the Book-Entry
Depositary as to the consent, waiver or other action, if any, pertaining to this
Agreement or the relevant Indenture and (c) a statement as to the manner in
which such instructions may be given. Upon the written request of the Depositary
received on or before the date established by the Book-Entry Depositary for such
purpose, the Book-Entry Depositary shall endeavor insofar as practicable and
permitted under the provisions of this Agreement or the relevant Indenture, as
the case may be, to take such action regarding the requested consent, waiver or
other action in respect of all or only a portion of the relevant principal
amount of the relevant Certificateless Depositary Interest or Global Note, as
the case may be, with respect to which instructions in accordance with any
instructions set forth in such request have been received. In addition, the
Book-Entry Depositary will forward to the Depositary, or, based upon
instructions received from the Depositary, to owners of Book-Entry Notes of a
Series, all materials pertaining to any such solicitation, request, offer or
other action. The Book-Entry Depositary agrees that the Depositary may grant
proxies or otherwise authorize Participants (or Persons owning Book-Entry Notes
of a Series through such Participants) to provide such instructions to the
Book-Entry Depositary so that it may exercise any rights of a Holder or take any
other action which a Holder is entitled to take under the relevant Indenture.
The Book-Entry Depositary shall not itself exercise any discretion in the
granting of consents or waivers or the taking of any other action in respect of
a Global Note. Without prejudice to Section 2.06(c), the records of the
Depositary shall, absent manifest error, be conclusive evidence of the owners of
the Book-Entry Notes of a Series and the principal amount represented by such
Book-Entry Notes.

         SECTION 2.10. CHANGES AFFECTING THE GLOBAL NOTES. Upon any
reclassification of the Notes of a Series, or upon any recapitalization,
reorganization, merger, assumption or consolidation or sale of assets affecting
the Issuer or to which the Issuer is a party, any securities that shall be
received by the Book-Entry Depositary in exchange for or in respect of the
relevant Global Note shall be treated as a new Global Note or as part of the
relevant Global Note under this Agreement and any corresponding Certificateless
Depositary Interest shall thenceforth represent the relevant Global Note,
including such new securities so received.

         SECTION 2.11. REPORTS. The Book-Entry Depositary shall as promptly as
practicable send to the Depositary any notices, reports and other communications
received from the Issuer or the Trustee that are received by the Book-Entry
Depositary as Holder of a Global Note.

         SECTION 2.12. ADDITIONAL AMOUNTS. All payments made on the Book-Entry
Notes of a Series will be made free and clear of and without deduction or
withholding for or on account of any present or future Taxes, duties,
assessments or governmental charges of whatever nature unless the withholding or
deduction is then required by law. If any such deduction or withholding is
required by the United Kingdom or any political subdivision or taxing authority
thereof or therein ("Taxes"), each owner of Book-Entry Notes of a Series so
affected shall be entitled to receive from the Book-Entry Depositary additional
amounts ("Additional Amounts") to the extent that such owner would be entitled
to receive Additional Amounts under the Indenture to be determined by treating
the owner of any Book-Entry Interest as a Holder or Beneficial Owner for
purposes of Section 10.04 of the relevant Indenture). At least 10 days prior to
the first date on which withholding on account of Taxes would be required under
applicable law or payment of Additional Amounts would be required pursuant to
this Section 2.12 to be made, and at least 10 days prior to any subsequent such
date if there has been any change with respect to such matters, the Issuer will
furnish the Book-Entry Depositary with an Officers' Certificate that shall
specify the amount, if any, required to be withheld on such payments to the
Depositary and the amount of Additional Amounts payable to the Depositary, net
of amounts to which the Depositary or any owner of such Book-Entry Interest is
not entitled. The Book-Entry Depositary shall have no responsibility for
determining whether the Depositary or any owner of a Book-Entry Interest is
entitled to the payment of Additional Amounts, but shall be entitled to rely
conclusively for this purpose on the Officers' Certificate or on certifications
from the Depositary. Notwithstanding anything to the contrary provided above,
the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only
out of funds that shall be received by it from the Issuer for that purpose.

                                    ARTICLE 3

                            THE BOOK-ENTRY DEPOSITARY

         SECTION 3.1.  CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) The Book-Entry Depositary undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement.

         (b) No provision of this Agreement shall be construed to relieve the
Book-Entry Depositary from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

         (i) the duties and obligations of the Book-Entry Depositary with
respect to Certificateless Depositary Interests and Global Notes of a Series
shall be determined solely by the express provisions of this Agreement and the
Book-Entry Depositary shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Book-Entry Depositary; and

         (ii) in the absence of bad faith on its part, the Book-Entry Depositary
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any statements, certificates or opinions
furnished to the Book-Entry Depositary and conforming to the requirements of
this Agreement, but in the case of any such statements, certificates or opinions
that by any provision hereof are specifically required to be furnished to the
Book-Entry Depositary, the Book-Entry Depositary shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Agreement.

         (c) The Book-Entry Depositary shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Book-Entry
Depositary, unless it shall be proved that the Book-Entry Depositary was
negligent in ascertaining the pertinent facts.

         (d) The Book-Entry Depositary shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Depositary relating to the time, method and place of conducting
any proceeding for any remedy available to the Book-Entry Depositary, or
exercising any power conferred upon the Book-Entry Depositary, under this
Agreement.

         (e) No provision of this Agreement shall require the Book-Entry
Depositary to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

         (f) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Book-Entry Depositary shall be subject to the
provisions of this Section.

         SECTION 3.2. CERTAIN RIGHTS OF BOOK-ENTRY DEPOSITARY. Subject to the
provisions of Section 3.01 hereof:

         (a) the Book-Entry Depositary may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, security, or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, a Company Order or Company
Request and any resolution of the Board of Directors of the Issuer may be
sufficiently evidenced by a Board Resolution;

         (c) the Book-Entry Depositary may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon in accordance
with such advice or Opinion of Counsel.

         (d) the Book-Entry Depositary shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Book-Entry Depositary, in its discretion, may make reasonable further
inquiry or investigation into such facts or matters related to the issuance of a
Global Note;

         (e) the Book-Entry Depositary may execute any of the powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Book-Entry Depositary shall not be responsible for any
misconduct or negligence on the part of any agent (other than an officer or
employee of the Book-Entry Depositary) or attorney appointed with due care by it
hereunder;

         (f) the Book-Entry Depositary shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement at the request, order
or direction of the Depositary pursuant to this Agreement, unless the Depositary
or Beneficial Owner shall have offered to the Book-Entry Depositary reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request, order or direction, provided
that such request, order or direction shall not expose the Book-Entry Depositary
to personal liability;

         (g) the Book-Entry Depositary shall not be liable for any action taken
or omitted by it in good faith and reasonably believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this Agreement;

         (h) whenever in the administration of its duties under this Agreement
the Book-Entry Depositary shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on the part of the Book-Entry Depositary, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Book-Entry
Depositary; and

         (i) the Book-Entry Depositary shall incur no liability to the
Depositary or any Beneficial Owner or any other Person hereunder or in
connection herewith if, by reason of any provision of any present or future law
or regulation of any governmental or regulatory authority or securities
exchange, or by reason of the terms of the relevant Indenture or the relevant
Global Note, or by any reason of any act of God or war or other circumstance
beyond the control of the Book-Entry Depositary, the Book-Entry Depositary shall
be prevented or forbidden from doing or performing any act or thing which the
terms of this Agreement provide shall be done or performed; and the Book-Entry
Depositary shall not incur any liability to the Depositary or Beneficial Owner
or any other Person hereunder or in connection herewith by reason of any
non-performance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Agreement provide shall or may be done or
performed by reason of any exercise of or failure to exercise in good faith any
discretion provided for in this Agreement.

         SECTION 3.3. NOT RESPONSIBLE FOR RECITALS OR THE ISSUANCE OF NOTES. The
recitals contained in the Indentures and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuer,
and the Book-Entry Depositary assumes no responsibility for their correctness.
The Book-Entry Depositary makes no representations as to the validity or
sufficiency of this Agreement or of the Global Notes or of any offering
materials and the performance and observance by the Issuer of its obligations
under the Global Notes or the recoverability of any sum of interest, Payment or
Missed Payment, if any, or principal due or to become due from the Issuer in
respect of any Global Note. The Book-Entry Depositary shall at no time be liable
for any act, default or omission of the Issuer under or in respect of the Notes.
The Book-Entry Depositary shall not be accountable for the use or application by
the Issuer of the proceeds with respect to the Notes. The Book-Entry Depositary
shall at no time have any responsibility for, or obligation or liability in
respect of, the financial condition, creditworthiness, affairs, status or nature
of the Issuer.

         SECTION 3.4. MONEY HELD IN TRUST. Money held by the Book-Entry
Depositary in trust hereunder need not be segregated from other funds held by
the Book-Entry Depositary, except to the extent required by law. The Book-Entry
Depositary shall be under no obligation to invest or pay interest on any money
received by it hereunder, except as otherwise agreed with the Depositary (or in
the absence of such an agreement, with the Issuer).

         SECTION 3.5.  COMPENSATION AND REIMBURSEMENT.  The Issuer agrees:

         (a) to pay to the Book-Entry Depositary from time to time such
compensation as agreed between them in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law with
regard to the compensation of a Trustee of an express trust);

         (b) to reimburse the Book-Entry Depositary and any predecessor
Book-Entry Depositary upon its request for all reasonable and necessary
expenses, disbursements and advances incurred or made by the Book-Entry
Depositary in accordance with any provision of this Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel but excluding any ordinary administrative expenses and any overhead
expense), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

         (c) to indemnify the Book-Entry Depositary and any predecessor
Book-Entry Depositary for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
Agreement and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in connection
with the exercise or performance of any of its powers or duties hereunder.

         The Book-Entry Depositary shall notify the Issuer in writing of the
commencement of any action or claim in respect of which indemnification may be
sought promptly after the Book-Entry Depositary becomes aware of such
commencement (provided that the failure to make such notification shall not
affect the Book-Entry Depositary's rights hereunder) and the Issuer shall be
entitled to participate in, and to the extent it shall wish, to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Book-Entry Depositary. The Book-Entry Depositary shall not compromise or
settle any such action or claim without the written consent of the Issuer, which
consent shall not be unreasonably withheld or delayed.

         The obligations of the Issuer under this Section to compensate and
indemnify the Book-Entry Depositary and any predecessor Book-Entry Depositary
and to pay or reimburse the Book-Entry Depositary and any predecessor Book-Entry
Depositary for expenses, disbursements and advances shall survive the repayment
of the Notes, resignation or removal of the Book-Entry Depositary and
satisfaction, discharge or other termination of this Agreement.

         SECTION 3.6. BOOK-ENTRY DEPOSITARY REQUIRED; ELIGIBILITY. At all times
when there is a Book-Entry Depositary hereunder, such Book-Entry Depositary
shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, having,
together with its parent, a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal, State or District
of Columbia authority, willing to act on reasonable terms. Such corporation
shall have its principal place of business in the Borough of Manhattan, The City
of New York, if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation, or its
parent, publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Book-Entry Depositary
with respect to a Global Note hereunder shall at all times be the Trustee with
respect to such Notes of such Series under the relevant Indenture, subject to
receipt of an Opinion of Counsel that the same Person is precluded by law from
acting in such capacities. If at any time the Book-Entry Depositary shall cease
to be eligible in accordance with the provisions of the Section, it shall resign
immediately in the manner and with the Effect hereinafter specified in this
Article.

         SECTION 3.7.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Book-Entry Depositary with respect
to a Global Note and, in the case of (i) below, no appointment of a successor
Book-Entry Depositary with respect to a Global Note pursuant to this Article
shall become effective until (i) the acceptance of appointment by the successor
Book-Entry Depositary with respect to such Global Note in accordance with the
applicable requirements of Section 3.08 hereof or (ii) the issuance of
Definitive Notes with respect to all Outstanding Notes of the relevant Series in
accordance with Section 2.04 hereof.

         (b) The Book-Entry Depositary may resign with respect to a Global Note
by giving written notice thereof to the Issuer and the Depositary, in accordance
with Section 4.01 and Section 4.02, 60 days prior to the effective date of such
resignation. The Book-Entry Depositary may be removed with respect to a Global
Note at any time upon 90 days' notice by the filing with it of an instrument in
writing signed on behalf of the Issuer and specifying such removal and the date
when it is intended to become effective.

         (c) If at any time

         (i) the Book-Entry Depositary shall cease to be eligible under Section
3.06 hereof and shall fail to resign after written request therefor by the
Issuer or by the Depositary, or

         (ii) the Book-Entry Depositary shall become incapable of acting with
respect to any Certificateless Depositary Interest or shall be adjudged a
bankrupt or insolvent, or a receiver or liquidator of the Book-Entry Depositary
or of its property shall be appointed or any public officer shall take charge or
control of the Book-Entry Depositary or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,

         then, in any such case, (i) the Issuer may immediately remove the
Book-Entry Depositary and appoint a successor Book-Entry Depositary or (ii) the
Depositary or Book-Entry Depositary may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Book-Entry Depositary and the appointment of a successor Book-Entry
Depositary or Book-Entry Depositaries unless Definitive Notes have been issued
with respect to all Outstanding Notes of all Series in accordance with the
relevant Indenture. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Book-Entry Depositary and appoint a
successor Book-Entry Depositary.

         (a) If the Book-Entry Depositary shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Book-Entry
Depositary, in each case, with respect to any Global Note for any cause, the
Issuer shall promptly appoint a successor Book-Entry Depositary (other than the
Issuer) with respect to such Global Note and shall comply with the applicable
requirements of Section 3.08 hereof. If no successor Book-Entry Depositary with
respect to such Global Note shall have been so appointed by the Issuer and
accepted appointment in the manner required by Section 3.08, the Depositary or
Book-Entry Depositary may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Book-Entry Depositary with respect to such Global Note unless
Definitive Notes with respect to all Outstanding Notes of the relevant Series
have been issued in accordance with the relevant Indenture.

         (b) The Issuer shall give, or shall cause such successor Book-Entry
Depositary to give, notice of each resignation and each removal of a Book-Entry
Depositary and each appointment of a successor Book-Entry Depositary to the
Depositary in accordance with Section 4.02 hereof. Each notice shall include the
name of the successor Book-Entry Depositary and the address of its Corporate
Trust Office. If the Issuer fails to give notice within ten days after
acceptance of appointment by the successor Book-Entry Depositary, the successor
Book-Entry Depositary shall cause such notice to be given at the expense of the
Issuer.

         SECTION 3.8.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Book-Entry
Depositary with respect to any Global Note, every such successor Book-Entry
Depositary so appointed shall execute, acknowledge and deliver to the Issuer and
to the retiring Book-Entry Depositary with respect to such Global Note an
instrument accepting such appointment with respect to such Global Note, and
thereupon the resignation or removal of the retiring Book-Entry Depositary with
respect to such Global Note shall become effective and such successor Book-Entry
Depositary with respect to such Global Note, without any further act, deed or
conveyance, shall become vested with all the rights, powers, agencies and duties
of the retiring Book-Entry Depositary with respect to such Global Note, with
like effect as if originally named as Book-Entry Depositary with respect to such
Global Note hereunder; provided, however, on the request of the Issuer or the
successor Book-Entry Depositary, such retiring Book-Entry Depositary shall, upon
payment of all amounts due and payable to it pursuant to Section 3.05 hereof,
execute and deliver an instrument transferring to such successor Book-Entry
Depositary all the rights and powers of the retiring Book-Entry Depositary with
respect to such Global Note and shall duly assign, transfer and deliver to such
successor Book-Entry Depositary all property and money held by such retiring
Book-Entry Depositary with respect to such Global Note hereunder and shall
deliver such Global Note to the successor.

         (b) Upon request of any such successor Book-Entry Depositary, the
Issuer shall execute any and all instruments necessary for more fully and
certainly vesting in and confirming to such successor Book-Entry Depositary all
such rights, powers and agencies referred to in paragraph (a) of this Section.

         (c) No successor Book-Entry Depositary shall accept its appointment
unless at the time of such acceptance such successor Book-Entry Depositary shall
be eligible under this Article.

         (d) Upon acceptance of appointment by any successor Book-Entry
Depositary as provided in this Section, the Issuer shall give notice thereof to
the Depositary in accordance with Section 4.02 hereof. If the acceptance of
appointment is substantially contemporaneous with the resignation of the
Book-Entry Depositary, the notice called for by the preceding sentence may be
combined with the notice called for by Section 3.07 hereof. If the Issuer fail
to give such notice within 15 days after acceptance of appointment by the
successor Book-Entry Depositary, the successor Book-Entry Depositary shall
promptly cause such notice to be given at the expense of the Issuer.

         SECTION 3.9. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Book-Entry Depositary may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Book-Entry Depositary
shall be a party, or any corporation succeeding to all or substantially all the
agency business of the Book-Entry Depositary, shall be the successor of the
Book-Entry Depositary hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. Written notice of any
merger, conversion, consolidation or sale shall forthwith be given to the Issuer
and the Depositary.

         SECTION 3.10. MAY HOLD NOTES; OTHER. The Book-Entry Depositary may own
and deal in any class of securities of the Issuer and its affiliates and in the
Notes and Book-Entry Notes. The Book-Entry Depositary may enter into other
dealings with the Issuer of any nature whatsoever.

                                    ARTICLE 4

                            MISCELLANEOUS PROVISIONS

         SECTION 4.1. NOTICES TO BOOK-ENTRY DEPOSITARY OR ISSUER. Any request,
demand, authorization, direction, notice, consent, or waiver or other document
provided or permitted by this Agreement to be made upon, given or furnished to,
or filed with,

         (a) the Book-Entry Depositary by the Depositary, the Trustee or the
Issuer shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or filed in writing and delivered
or mailed and received, first-class postage prepaid, to the Book-Entry
Depositary at its Corporate Trust Office, Attention: Corporate Trust Trustee
Administration Department, or at any other address previously furnished in
writing by the Book-Entry Depositary to the Depositary, the Trustee or the
Issuer, or

         (b) the Issuer by the Book-Entry Depositary shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if made,
given, furnished or filed in writing and delivered or mailed and received,
first-class postage prepaid, to 10 Lower Thames Street, London EC3R 6A3,
England; Attention: Company Secretary, or at any other address previously
furnished in writing to the Book-Entry Depositary by the Issuer.

         SECTION 4.2. NOTICE TO DEPOSITARY AND OWNERS; WAIVER. Where this
Agreement provides for notice to the Depositary or owners of Book-Entry Notes of
a Series of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided or as provided in the Letter of Representations) if in
writing and mailed, first-class postage prepaid, to the Depositary at the
address notified to the Book-Entry Depositary, in each case not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. Where this Agreement provided for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by the Depositary shall be filed with the
Book-Entry Depositary, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Book-Entry
Depositary shall constitute a sufficient notification for every purpose
hereunder.

         SECTION 4.3. EFFECT OF HEADING AND TABLE OF CONTENTS. The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.

         SECTION 4.4. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Agreement by the Issuer shall bind their successors and assigns, whether so
expressed or not.

         SECTION 4.5. SEPARABILITY CLAUSE. In case any provision in this
Agreement or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.

         SECTION 4.6. BENEFITS OF AGREEMENT. Nothing in this Agreement, the
Notes, or the Indentures, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefits or any
legal or equitable right, remedy or claim under this Agreement. The owners from
time to time of the Book-Entry Notes of each Series shall be parties to this
Agreement and shall be bound by all of the terms and conditions hereof and of
the relevant Indenture and the Notes of such Series, by their acceptance of
delivery of the Book-Entry Notes of such Series.

         SECTION 4.7. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law thereof.

         SECTION 4.8. JURISDICTION. By the execution and delivery of this
Agreement, the Issuer submits to the jurisdiction of any such court in any such
suit or proceeding, and, to the fullest extent permitted under applicable law,
waives any objection which it may now or hereafter have to the laying of venue
of any such proceeding or any claim of inconvenient forum.

         SECTION 4.9. COUNTERPARTS. This Agreement may be executed in any number
of counterparts by the parties hereto on separate counterparts, each of which,
when so executed and delivered, shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         SECTION 4.10. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office of the Book-Entry Depositary for inspection by any owner
of Book-Entry Notes.

         SECTION 4.11. SATISFACTION AND DISCHARGE. This Agreement upon an Issuer
Request shall cease to be of further effect with respect to the Notes of such
Series, and the Book-Entry Depositary, at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Agreement with respect to such Notes of a Series, when (i) with respect to the
Notes of such Series the relevant Indenture has been satisfied and discharged
pursuant to the provisions thereof or Definitive Notes have been issued and the
relevant Global Note has been cancelled in accordance with the provisions of
Section 2.04 or 2.05, (ii) the Issuer has paid or caused to be paid all sums
payable hereunder by the Issuer with respect to the Notes and (iii) the Issuer
has delivered to the Book-Entry Depositary an Officers' Certificate and an
Opinion of Counsel, stating that all conditions precedent herein provided
relating to the satisfaction and discharge of this Agreement with respect to the
Notes of such Series have been complied with.

         SECTION 4.12. AMENDMENTS. The Issuer and the Book-Entry Depositary may
amend this Agreement without the consent of the Depositary or the owners of any
Book-Entry Notes of a Series:

         (a) to cure any ambiguity, omission, defect or inconsistency;

         (b) to add to the covenants and agreements of the Book-Entry Depositary
or the Issuer;

         (c) to evidence or effectuate the assignment of the Book-Entry
Depositary's rights and duties to a qualified successor, as provided herein;

         (d) to comply with any requirements of the U.S. Securities Act of 1933,
as amended, the Exchange Act, the U.S. Investment Company Act of 1940, as
amended, the TIA or any other applicable law, rule or regulation; or

         (e) to modify, alter, amend or supplement this Agreement in any other
manner that is not adverse to the Depositary or the owners of Book-Entry Notes
of such Series.

         No amendment that adversely affects the Depositary may be made to this
Agreement or the Book-Entry Notes of a Series without the consent of the
Depositary.

         SECTION 4.13. BOOK-ENTRY DEPOSITARY TO EXECUTE AMENDMENTS. The
Book-Entry Depositary shall duly execute and deliver any amendment authorized
pursuant to Section 4.12 if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Book-Entry Depositary. If it does, the
Book-Entry Depositary may but need not execute and deliver such amendment. In
executing and delivering such amendment the Book-Entry Depositary shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and
shall be fully protected in reasonably relying upon, an Officers' Certificate
(which need only cover the matters set forth in clause (a) below) and an Opinion
of Counsel stating that:

         (a) such amendment is authorized or permitted by this Agreement;

         (b) the Issuer has all necessary corporate power and authority to
execute and deliver the amendment and that the execution, delivery and
performance of such amendment has been duly authorized by all necessary
corporate action;

         (c) the execution, delivery and performance of the amendment do not
conflict with, or result in the breach of or constitute a default under any of
the terms, conditions or provisions of (i) this Agreement, (ii) the Memorandum
and Articles of Association of the Issuer or (iii) any law or regulation
applicable to the Issuer; and

         (d) such amendment has been duly and validly executed and delivered by
the Issuer, and this Agreement together with such amendment constitutes a legal,
valid and binding obligation of the Issuer enforceable against the Issuer in
accordance with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and general equitable
principles.

<PAGE>


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the date first written above.

HSBC HOLDINGS PLC


By:
Name:
Title:


[BOOK-ENTRY DEPOSITARY]


By:
Name:
Title: