AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
HSBC FINANCE CORPORATION
December 15, 2004
The name of the corporation is HSBC Finance Corporation (hereinafter referred to as the “Corporation”).
The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New
Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
(1) The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 1200 shares, of
which 100 shares, par value $0.01, shall be of a class designated “common stock”, and 1100 shares, par value $0.01 per share,
shall be of a class designated “preferred stock”.
(2) The common stock of the Corporation shall be subject to the express terms of the preferred stock and any series thereof.
Each share of common stock shall have the right to cast on vote for each share for the election of directors and on all other
matters upon which stockholders are entitled to vote.
(3) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide
for the issuance from time to time in one or more series of any number of shares of preferred stock, and, by filing a certificate
pursuant to the Delaware General Corporation Law (the “Preferred Stock Designation”), to establish the number of shares to be
included in each series, and to fix the designations, relative rights, preferences, qualifications and limitations of the shares of
each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to,
determination of the following:
(i) the designation of the series, which m