exv4w3



 






Exhibit 4.3




     DECLARATION OF TRUST, dated as of September 15, 2005, among HSBC Finance Corporation, a
Delaware corporation, as Sponsor, and BNY Midwest Trust Company, The Bank of New York (Delaware),
William H. Kesler, Beverley A. Sibblies and Dennis J. Mickey, as Trustees. The Sponsor and the
Trustees hereby agree as follows:



     1. The trust created hereby shall be known as “HSBC Finance Capital Trust IX”, in which name
the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.



     2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trustees the sum of
$10. The Trustees hereby acknowledge receipt of such amount in trust from the Sponsor, which
amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold
the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitutes a statutory trust under Chapter 38 of title 12 of the Delaware
Code, 12 Del. C. §§3801 et seq. (the “Statutory Trust Act”), and that this document constitutes the
governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State substantially in the form attached
hereto or in such other form as the Trustees may approve.



     3. The Sponsor and the Trustees will enter into an amended and restated Declaration of Trust,
satisfactory to each such party and substantially in the form included as Exhibit 4(d) to the 1933
Act Registration Statement referred to below, or in such other form as the Trustees may approve, to
provide for the contemplated operation of the Trust created hereby and the issuance of the Capital
Securities and common interests referred to therein. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustees shall not have any duty or obligation
hereunder or with respect of the trust estate, except as otherwise required by applicable law or as
may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. However, notwithstanding the foregoing, all Trustees may
take all actions deemed proper as are necessary to effect the transactions contemplated herein.



     4. The Sponsor and the Trustees hereby authorize and direct the Sponsor, as the agent of the
Trust, (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in
each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the “1933 Act
Registration Statement”) including pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of 1933, as amended, of the
Capital Securities of the Trust and (b) a Registration Statement on Form 8-A (the “1934 Act
Registration Statement”) (including all pre-effective and post-effective amendments thereto)
relating to the Registration of the Capital Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with The New York Stock Exchange and
execute on behalf of the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or desirable to cause the
Capital Securities of the Trust to be listed on The New York Stock Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Capital Securities under the securities or “Blue Sky” laws
of such jurisdictions as the Sponsor, on behalf of the Trust, may deem



 









 







necessary or desirable; (iv)
to execute and deliver letters or documents to, or instruments for filing with, a depository
relating to the Capital Securities of the Trust; and (v) to execute, deliver and perform on behalf
of the Trust one or more underwriting agreements, dealer manager agreements, escrow agreements and
other related agreements providing for or relating to the sale of the Capital Securities of the
Trust. The Trustees further hereby ratify and approve all actions having previously been taken
with respect to the foregoing. In the event that any filing referred to in clauses (i) — (iii)
above is required by the rules and regulations of the Commission, The New York Stock Exchange or
state securities or blue sky laws or is advised by the Sponsor, to be executed on behalf of the
Trust by the Trustees, William H. Kesler, Beverley A. Sibblies and Dennis J. Mickey, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join in any such filing
and to execute on behalf of the Trust any and all of the foregoing, it being understood that
neither The Bank of New York (Delaware) or BNY Midwest Trust Company in its capacity as Trustee of
the Trust, shall be required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, The New York Stock
Exchange or state securities or blue sky laws. In connection with all of the foregoing, the
Sponsor and each such Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes
and appoints Patrick D. Schwartz, L.S. Mattenson, Michael J. Forde and Karen P.
Buschardt-Pisarczyk, and each of them, as his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and resubstitution, for the Sponsor
or such Trustee or in the Sponsor’s or such Trustee’s name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as the Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, shall do or cause to be done by virtue hereof.



     5. This Declaration of Trust may be executed in one or more counterparts.



     6. The number of Trustees initially shall be five (5) and thereafter the number of Trustees
shall be such number as shall be fixed from time to time by a written instrument signed by the
Sponsor which may increase or decrease the number of Trustees; provided, however, that the number
of Trustees shall in no event be less than three (3); and provided, further that to the extent
required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has its principal place of
business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or
remove without cause any Trustee at any time. The Trustees may resign upon thirty days prior
notice to the Sponsor; provided, however, that no resignation of The Bank of New York (Delaware)
shall be effective until a successor Delaware Trustee has been appointed and has accepted such
appointment by instrument executed by such successor Delaware Trustee and delivered to the Trust,
the Sponsor and The Bank of New York (Delaware).




	     7.	 	(a) To the fullest extent permitted by applicable law, the Sponsor agrees to indemnify the
Trustees and any officers, directors, shareholders, members,
partners, employees,





 









 






	       	 	representatives, nominees, custodians or agents of the Trustees (each of such persons being
referred to as an “Indemnified Person”) for, and to hold each Indemnified Person harmless
against, any loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and expenses) of
defending itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this paragraph 7 shall survive the termination of this Declaration.






(b) The Indemnified Persons shall not be liable, responsible or accountable in damages or
otherwise to the Trust, the Sponsor, the Trustees or any holder of the Capital Securities
for any loss, damage or claim incurred by reason of any act or omission performed or omitted
by the Indemnified Persons in good faith on behalf of the Trust and in a manner the
Indemnified Persons reasonably believed to be within the scope of authority conferred on the
Indemnified Persons by this Declaration or by law, except that the Indemnified Persons shall
be liable for any such loss, damage or claim incurred by reason of the Indemnified Person’s
negligence or bad faith with respect to such acts or omissions.




(c) The Indemnified Persons shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements presented to
the Trust by any person as to matters the Indemnified Persons reasonably believes are within
such other person’s professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust.




(d) The provisions of this Section shall survive the termination of this Declaration or
the earlier resignation or removal of the Indemnified Persons.



     8. This Declaration shall be governed by, and construed in accordance with, the laws of the
State of Delaware (without regard to conflict of laws principles).



     9. The Trust may dissolve without issuing any Capital Securities at the election of the
Sponsor.



 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	HSBC FINANCE CORPORATION

as Sponsor

 	 
	 	By:  	/s/ EDGAR D. ANCONA
 	 
	 	 	Name:  	Edgar D. Ancona 	 
	 	 	Title:  	Senior Vice President - Treasurer 	 
	 
	 
	 	BNY MIDWEST TRUST COMPANY,

as Trustee

 	 
	 	By:  	/s/ D. G. DONOVAN
 	 
	 	 	Name:  	D. G. Donovan 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	THE BANK OF NEW YORK (DELAWARE),

as Trustee

 	 
	 	By:  	/s/ JAMES LONGSHAW
 	 
	 	 	Name:  	James Longshaw 	 
	 	 	Title:  	SVP 	 
	 
	 	 	 
	 	                                         /s/ WILLIAM H. KESLER
 	 
	 	William H. Kesler 	 
	 	as Trustee 	 
	 
	 	 	 
	 	                                         /s/ DENNIS J. MICKEY
 	 
	 	Dennis J. Mickey 	 
	 	as Trustee 	 
	 
	 	 	 
	 	                                          /s/ BEVERLEY A. SIBBLIES
 	 
	 	Beverley A. Sibblies      	 
	 	as Trustee