CREDIT SUISSE / /FI (Form: 6-K, Received: 03/25/2009 15:25:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2009

Commission File Number 001-33434

CREDIT SUISSE

(Translation of Registrant’s Name into English)

Paradeplatz 8, CH-8070 Zurich, Switzerland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o

No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

Explanatory note

This Report on Form 6-K contains the exhibits set forth below. This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement on Form F-3 No. 333-158199 of Credit Suisse, Credit Suisse Group AG and certain of their subsidiaries.

Exhibit 99.1		Distribution Agreement dated March 25, 2009, between Credit Suisse, as issuer, and Credit Suisse Securities (USA) LLC, as distribution agent, relating to the issue and sale from time to time by Credit Suisse of its subordinated medium-term notes registered under Credit Suisse’s, Credit Suisse Group AG’s and certain of their subsidiaries’ Registration Statement on Form F-3 (file no. 333-158199).

Exhibit 99.2		Second Supplemental Indenture, dated as of March 25, 2009, between Credit Suisse and The Bank of New York Mellon, as trustee, to the Senior Indenture, dated as of March 29, 2007, between Credit Suisse and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.

Exhibit 99.3		Sixth Supplemental Indenture, dated as of March 25, 2009, between Credit Suisse and The Bank of New York Mellon, as trustee, to the Subordinated Indenture, dated as of March 29, 2007, between Credit Suisse and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CREDIT SUISSE
	(Registrant)


Date: March 25, 2009	By:	/s/ Peter Feeney
		Name:	Peter Feeney
		Title:	Authorized Officer


	By:	/s/ Sharon O’Connor
		Name:	Sharon O’Connor
		Title:	Authorized Officer

EXHIBIT 99.1

CREDIT SUISSE

Subordinated Medium-Term Notes

DISTRIBUTION AGREEMENT

March 25, 2009

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Ladies and Gentlemen:

1. Introduction.

Credit Suisse, a corporation that is existing under the laws of Switzerland (the “Issuer”), confirms its agreement with you (the “Distributor”) with respect to the issue and sale from time to time by the Issuer, directly or through one of its branches, of its subordinated medium-term notes registered under the registration statement referred to in Section 2(a) (any such subordinated medium-term notes being hereinafter referred to as the “Securities,” which expression shall, if the context so admits, include any permanent global Security). The Securities will be issued under a subordinated indenture, dated as of March 29, 2007 (the “Base Indenture”), as supplemented by a sixth supplemental indenture, dated as of March 25, 2009 (the “Supplemental Indenture” and together with the Base Indenture, as further amended or supplemented, the “Indenture”), in each case between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale. Particular series of the Securities may be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale.

The Securities shall have the terms described in the Final Prospectus referred to in Section 2(a) as it may be amended or supplemented from time to time, including any supplement to the Final Prospectus that sets forth only the terms of a particular issue of the Securities (a “Pricing Supplement”). Securities will be issued, and the terms thereof established, from time to time by the Issuer in accordance with the Indenture and the Procedures (as defined in Section 3(d) hereof).

2. Representations and Warranties of the Issuer.

The Issuer represents and warrants to, and agrees with, the Distributor as follows:

(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms . The Issuer has filed with the Commission a registration statement on Form F-3ASR, including a related prospectus or prospectuses, covering the registration under the Act of certain of the Issuer’s unsecured debt securities (the “Registered Securities”) including the Securities, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

For purposes of this Agreement:

“430B Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

“430C Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

“Act” means the Securities Act of 1933, as amended.

“Applicable Time” means the time and date so stated in a schedule in the form of Exhibit A-1 hereto (the “General Disclosure Package Schedule”), which schedule shall be prepared by the Issuer and approved by the Distributor prior to or at the Applicable Time in connection with each issue of the Securities and which schedule may be a schedule to the Terms Agreement (if any).

“Closing Date” has the meaning set forth in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” of the Registration Statement relating to the Securities means the time of the first contract of sale for the Securities.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its inclusion in the General Disclosure Package Schedule.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities in the form filed or required to be filed with the

Commission or, if not required to be filed, in the form retained in the Issuer’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“Representation Date” refers to each of: the Closing Date, each of the times of acceptance and of delivery referred to in Section 7(a) hereof, each of the times of amendment or supplementing referred to in Section 7(b) hereof and each date on which the Distributor confirms and acknowledges a properly executed notice in the form attached as Exhibit D hereto (a “Notice of New Registration Statement”) delivered by the Issuer.

“Rules and Regulations” means the rules and regulations of the Commission.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Act, the Exchange Act, the Trust Indenture Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”).

“Statutory Prospectus” with reference to any particular time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement or Pricing Supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

“Terms Agreement” means a Terms Agreement referred to in Section 3 relating to the Securities.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“U.S. GAAP” means generally accepted accounting principles in the United States or other generally accepted accounting principles as the Issuer may in the future adopt for purposes of financial statement reporting.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(b) Compliance with Requirements under the Act . (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Securities, (D) on each Representation Date and (E) if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Registration Statement conformed and will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), (C) on each Representation Date and (D) if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Final Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Issuer by the Distributor specifically for use therein, it being understood and agreed that, if there is any Terms Agreement, the only such information is that described as such in the Terms Agreement.

(i) Well-Known Seasoned Issuer Status . (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Issuer was a “well known seasoned issuer” as defined in Rule 405, by virtue of paragraph (1)(ii)(c) of such definition, including not having been an “ineligible issuer” as defined in Rule 405.

(ii) Effectiveness of Automatic Shelf Registration Statement . The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement and any Terms Agreement. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Securities remain unsold by the Distributor, the Issuer will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, either alone or together with its parent company, in a form satisfactory to the Distributor. If the Issuer is no longer eligible to file an automatic shelf registration statement, either alone or together with its parent company, the Issuer will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Distributor, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Issuer will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. “Renewal Deadline” means the third anniversary of the initial Effective Time of the Registration Statement.

(iii) Eligibility to Use Automatic Shelf Registration Form . The Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Securities remain

unsold by the Distributor the Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, either alone or together with its parent company , the Issuer will (i) promptly notify the Distributor, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Distributor, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Distributor of such effectiveness. The Issuer will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(iv) Filing Fees . The Issuer has paid or shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(d) Ineligible Issuer Status . (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities, and (ii) at the date of any Pricing Supplement, the Issuer was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Issuer or any of its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Issuer in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Securities, all as described in Rule 405.

(e) General Disclosure Package . As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the Statutory Prospectus identified in the General Disclosure Package Schedule and any other documents listed or disclosures stated in such schedule to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Distributor specifically for use therein, it being understood and agreed that, if there is any Terms Agreement, the only such information is that described as such in the Terms Agreement. At the time of closing on the date of this Agreement, the General Disclosure Package shall consist only of the Final Prospectus.

(f) Issuer Free Writing Prospectuses . Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Issuer notified or notifies the Distributor as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (i) the Issuer has promptly notified or will promptly notify the Distributor, and (ii) the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(g) Organization of the Issuer . The Issuer has been duly incorporated and is an existing corporation under the laws of Switzerland, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Issuer is duly qualified to do business as a foreign corporation in good standing (where such concept applies) in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(h) Subsidiaries . Each subsidiary of the Issuer that is a “significant subsidiary” as defined in Rule 405 under the Act (each a “Significant Subsidiary”) has been duly incorporated and is existing and, where such concept applies, in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each Significant Subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing (where such concept applies) in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each Significant Subsidiary of the Issuer has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Significant Subsidiary owned by the Issuer, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

(i) Indenture; Offered Securities-Debt . The Indenture has been duly authorized and has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Issuer enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Securities have been duly authorized, and when the Securities are delivered and paid for pursuant to this Agreement and any Terms Agreement, such Securities will have been duly executed, authenticated, issued and delivered and will conform to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus and the Indenture, and such Securities will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent

transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(j) Listing . If specified in the Pricing Supplement, the Securities have been approved for listing on the stock exchange indicated in the Pricing Supplement, subject to notice of issuance.

(k) Absence of Further Requirements . No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the consummation of the transactions contemplated by this Agreement and any Terms Agreement or the Indenture in connection with the offering, issuance and sale of the Securities by the Issuer, except such as have been obtained or made and such as may be required under state securities laws.

(l) Title to Property . Except as disclosed in the General Disclosure Package, the Issuer and its Significant Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the General Disclosure Package, the Issuer and its Significant Subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them.

(m) Absence of Defaults and Conflicts Resulting from Transaction . The execution, delivery and performance of the Indenture, this Agreement and any Terms Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of its Significant Subsidiaries pursuant to, the charter or by-laws of the Issuer or any of its Significant Subsidiaries, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any of its Significant Subsidiaries or any of their properties, or any agreement or instrument to which the Issuer or any such Significant Subsidiary is a party or by which the Issuer or any of its Significant Subsidiaries is bound or to which any of the properties of the Issuer or any such Significant Subsidiary is subject, or the charter or by-laws of the Issuer or any of its Significant Subsidiaries, and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement and any Terms Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuer or any of its Significant Subsidiaries.

(n) Absence of Existing Defaults and Conflicts . Neither the Issuer nor any of its Significant Subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or

other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Issuer and its Significant Subsidiaries taken as a whole (“Material Adverse Effect”).

(o) Authorization of Agreement . This Agreement and any Terms Agreement have been duly authorized, executed and delivered by the Issuer.

(p) Possession of Licenses and Permits . The Issuer and its Significant Subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them and have not received any notice of proceedings relating to the revocation or modification of any License that, if determined adversely to the Issuer or any of its Significant Subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(q) Absence of Labor Dispute . No labor dispute with the employees of the Issuer or any of its Significant Subsidiaries exists or, to the knowledge of the Issuer, is imminent that could have a Material Adverse Effect.

(r) Possession of Intellectual Property . The Issuer and its Significant Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Issuer or any of its Significant Subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(s) Environmental Laws . Except as disclosed in the General Disclosure Package, neither the Issuer nor any of its Significant Subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Issuer is not aware of any pending investigation which might lead to such a claim.

(t) Accurate Disclosure . The statements in the General Disclosure Package and the Final Prospectus so indicated in the General Disclosure Package Schedule, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.

(u) Absence of Manipulation . The Issuer has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of the Securities. For purposes of this representation, actions taken by affiliates of the Issuer acting as Distributor in compliance with Regulation M of the Exchange Act shall not be considered indirect actions of the Issuer.

(v) Internal Controls and Compliance with the Sarbanes-Oxley Act . Except as disclosed in the General Disclosure Package, the Issuer, its Significant Subsidiaries and the Issuer’s Board of Directors (the “Board”) are in compliance with Sarbanes-Oxley and all applicable Exchange Rules. The Issuer maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, the Issuer has not publicly disclosed or reported to the Audit Committee or the Board, and within the 90 days following the Closing Date or the offering of Securities, the Issuer does not reasonably expect to publicly disclose or report to the Audit Committee or the Board a material weakness, a change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

(w) Litigation . Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Issuer, any of its Significant Subsidiaries or any of their respective properties that, if determined adversely to the Issuer or any of its Significant Subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer to perform its obligations under the Indenture, this Agreement or any Terms Agreement, or which are otherwise material in the context of the sale of the Securities; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to the Issuer’s knowledge, contemplated.

(x) Financial Statements . The consolidated financial statements included in the Registration Statement and the General Disclosure Package present fairly the financial position of the Issuer and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the General Disclosure Package, such financial statements have been prepared in conformity with

U.S. GAAP applied on a consistent basis; any schedules included in the Registration Statement present fairly the information required to be stated therein; and, if the Registration Statement and the General Disclosure Package include or incorporate pro forma financial information (i) the assumptions used in preparing the pro forma financial information included in the Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, (ii) the related pro forma adjustments give appropriate effect to those assumptions, and (iii) the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(y) No Material Adverse Change in Business . Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Issuer and its subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution outside of the ordinary course of business declared, paid or made by the Issuer on any class of its capital stock and (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness or total assets of the Issuer and its subsidiaries.

(z) Investment Company Act . The Issuer is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(aa) Ratings . No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Issuer that it is considering imposing) any condition (financial or otherwise) on the Issuer’s retaining any rating assigned to the Issuer or any securities of the Issuer or (ii) except as disclosed in the General Disclosure Package, has indicated to the Issuer that it is considering any of the actions described in Section 6(b)(ii) hereof.

(bb) PFIC Status . The Issuer was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”), for its most recently completed taxable year and, based on the Issuer’s current projected income, assets and activities, the Issuer does not expect to be classified as a PFIC for any subsequent taxable year.

(cc) Payments in Foreign Currency . Except as disclosed in the General Disclosure Package, under current laws and regulations of Switzerland and any political subdivision thereof, all interest, principal, premium, if any, and other payments due or made on the Securities may be paid by the Issuer to the holder thereof in United States dollars or Swiss francs that may be converted into foreign currency and freely transferred out of Switzerland and all such payments made to holders thereof or therein who are non-residents of Switzerland will not be subject to income, withholding or other taxes under laws and regulations of Switzerland or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in Switzerland or any political subdivision or taxing

authority thereof or therein and without the necessity of obtaining any governmental authorization in Switzerland or any political subdivision or taxing authority thereof or therein.

3. Appointment as Distributor; Agreement of Distributor; Solicitations.

(a) (i) Subject to the terms and conditions stated herein, the Issuer hereby appoints the Distributor as the agent of the Issuer for the purpose of soliciting or receiving offers to purchase the Securities to be issued by the Issuer during any Marketing Time. For purposes of this Agreement, “Marketing Time” shall mean any time when no suspension of solicitation of offers to purchase Securities pursuant to Section 3(c) or Section 4(c) shall be in effect or any time when either the Distributor shall own any Securities with the intention of reselling them or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred.

(ii) So long as this Agreement shall remain in effect, the Issuer shall not, without the consent of the Distributor, solicit or accept offers to purchase Securities otherwise than to or through the Distributor; provided, however, that, subject to all of the terms and conditions of this Agreement, the foregoing shall not be construed to prevent the Issuer from selling at any time any Registered Securities in a firm commitment underwriting pursuant to an underwriting agreement or terms agreement that does not provide for a continuous offering of such Registered Securities; and provided, further, that the Issuer reserves the right from time to time (i) to sell Securities directly to an investor, and (ii) to accept a specific offer to purchase Securities solicited by a dealer other than the Distributor (each an “Other Dealer”), without obtaining the prior consent of the Distributor, provided that (x) the Issuer shall give the Distributor notice of its decision to accept such an offer to purchase Securities in advance of such acceptance and (y) any Other Dealer shall agree to be bound by and subject to the terms and conditions of this Agreement binding on the Distributor (including the commission schedule set forth on Exhibit B).

(b) (i) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Distributor agrees, as the agent of the Issuer, to use reasonable efforts when requested by the Issuer to solicit offers to purchase the Securities upon the terms and conditions set forth in the Final Prospectus.

(ii) The Distributor shall not have any obligation to purchase Securities from the Issuer; however, the Distributor may agree from time to time to purchase Securities as principal for resale to investors and other purchasers selected by the Distributor. Unless otherwise expressly agreed by the Issuer and the Distributor as contemplated by clause (v) below, each offer to sell Securities transmitted by the Distributor and accepted by the Issuer shall constitute acceptance of an offer to sell such Securities to the Distributor for resale. In addition, if so specified in a Terms Agreement executed by the Issuer and the Distributor, the Distributor shall act as representative of the several underwriters named in such Terms Agreement for resale of the Securities specified in such Terms Agreement upon the terms and subject to the conditions specified in such Terms Agreement, this Agreement and in the Final Prospectus, as supplemented by the applicable Pricing Supplement. It is understood that the Distributor and any underwriters for which it may

act as representative propose that they will offer any Securities which they agree to purchase as principal for sale as set forth in the Final Prospectus, including the applicable Pricing Supplement.

(iii) Upon acceptance by the Issuer of an offer by the Distributor to purchase Securities as principal, unless the Issuer and the Distributor execute a Terms Agreement substantially in the form of Exhibit A-2 hereto (a “Terms Agreement”), any written confirmation or communication transmitted by the Distributor to the Issuer or, in the absence of a Terms Agreement or such other written confirmation or communication, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the Distributor and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the Distributor and the Issuer for the sale and purchase of such Securities (whether or not any Terms Agreement or other written confirmation or communication shall have been executed by the Issuer or the Distributor). Each purchase of Securities by the Distributor shall, unless otherwise agreed, be at a discount from the principal amount of each such Security equivalent to the applicable commission set forth in Exhibit B hereto.

(iv) The Distributor is authorized to engage the services of any other brokers or dealers in connection with the offer or sale of Securities purchased by the Distributor as principal for resale to others and may reallow any portion of the discount received from the Issuer to such brokers or dealers.

(v) If expressly agreed by the Distributor and the Issuer, the Distributor will solicit offers to purchase Securities from the Issuer through the Distributor, acting as agent, in accordance with the provisions of this Agreement. In such event, the Distributor shall communicate to the Issuer, orally or in writing, each reasonable offer to purchase Securities received by it as agent; and the Issuer shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. The Distributor shall have the right, in its discretion reasonably exercised, without notice to the Issuer, to reject any offer to purchase Securities received by it as such agent, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. At the time of delivery of, and payment for, any Securities sold by the Issuer as a result of a solicitation made by, or offer to purchase received by, the Distributor, acting on an agency basis, the Issuer agrees to pay the Distributor a commission in accordance with the schedule set forth in Exhibit B hereto.

(vi) The Distributor shall not have any responsibility for maintaining records with respect to the aggregate principal amount of Securities sold.

(vii) No Security which the Issuer has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Issuer, until such Security shall have been delivered to the purchaser thereof against payment by such purchaser.

(c) Upon receipt of notice from the Issuer as contemplated by Section 4(c) hereof, the Distributor shall suspend its solicitation of offers to purchase Securities until such time as the Issuer shall have furnished it with an amendment or supplement to the Registration Statement or the Final Prospectus, as the case may be, contemplated by Section 4(c) and shall have advised the Distributor that such solicitation may be resumed.

The Issuer reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Securities commencing at any time for any period of time or permanently. Upon receipt of at least one Business Day’s prior notice from the Issuer, the Distributor will forthwith suspend solicitation of offers to purchase Securities from the Issuer until such time as the Issuer has advised the Distributor that such solicitation may be resumed. For the purpose of the foregoing sentence, “Business Day” shall mean any day that is not a Saturday or Sunday, and that in The City of New York is not a day on which banking institutions generally are authorized or obligated by law or executive order to close.

(d) Administrative procedures respecting the sale of Securities (the “Procedures”) shall be agreed upon from time to time by the Distributor and the Issuer. The initial Procedures, which are set forth in Exhibit C hereto, shall remain in effect until changed by agreement between the Issuer and the Distributor. The Distributor and the Issuer agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The Issuer will furnish to the Trustee a copy of the Procedures as from time to time in effect.

(e) The documents required to be delivered by Section 6 hereof shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, or at such other place as may be mutually agreed by the Issuer and the Distributor, not later than 9:30 A.M., New York City time, on the date of this Agreement or at such later time as may be mutually agreed by the Issuer and the Distributor, which in no event shall be later than the time at which the Distributor commences solicitation of purchases of Securities hereunder, such time and date being herein called the “Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the settlement date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Securities sold pursuant to an offering of Securities having identical terms (including the issue date) and terms of sale (whether or not set forth in a single Terms Agreement).

4. Certain Agreements of the Issuer.

The Issuer agrees with the Distributor that it will furnish to Cravath, Swaine & Moore LLP, counsel for the Distributor, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments and supplements thereto and that, in connection with each offering of Securities:

(a) Filing of Pricing Supplements . The Issuer will prepare a Pricing Supplement with respect to any Securities to be offered and sold to or through the Distributor pursuant to this Agreement and, after approval of such Pricing Supplement by the Distributor, will file such

Pricing Supplement with the Commission pursuant to and in accordance with Rule 424(b) under the Act. The Issuer has complied and will comply with Rule 433.

(b) Filing of Amendments; Response to Commission Requests . The Issuer will promptly advise the Distributor of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will afford the Distributor a reasonable opportunity to comment on any such proposed amendment or supplement (other than any Pricing Supplement that relates to Securities not purchased through or by such Distributor), and if the Issuer effects any amendment or supplementation of the Registration Statement or the Statutory Prospectus to which the Distributor objects, the Distributor shall be relieved of its obligations under Section 3(b) to solicit offers to purchase Securities until such time as the Issuer shall have filed such further amendments or supplements such that the Distributor is reasonably satisfied with the Registration Statement and the Statutory Prospectus, as then amended or supplemented; and the Issuer will also advise the Distributor promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Continued Compliance with Securities Laws . If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act, any event occurs as a result of which the Final Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Issuer will promptly notify the Distributor by telephone (with confirmation in writing) to suspend solicitation of offers to purchase the Securities and to cease making offers or sales of Securities which the Distributor may then own as principal; and if the Issuer shall decide to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Distributor by telephone (with confirmation in writing) and, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission and furnish, at its own expense, to the Distributor, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Notwithstanding the foregoing, if, at the time any such event occurs or it becomes necessary to amend the Final Prospectus to comply with the Act, the Distributor shall own any of the Securities with the intention of reselling them, or the Issuer has accepted an offer to purchase Securities but the related settlement has not occurred, the Issuer, subject to the provisions of subsection (a) of this Section, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Distributor’s consent to, nor its delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(d) Filing of required documents with the Commission . The Issuer will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on or prior to the date on which the Issuer makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Issuer proposes to describe, in a document filed pursuant to the Exchange Act, the Issuer will furnish the information contained or to be contained in such announcement to the Distributor, confirmed in writing and, subject to the provisions of subsections (a) and (b) of this Section, will cause the Final Prospectus to be amended or supplemented to reflect the information contained in such announcement. The Issuer also will furnish the Distributor with copies of all press releases or announcements to the general public.

(e) Notification of Distributor . The Issuer will immediately notify the Distributor of any downgrading in the rating of any debt securities of the Issuer or any proposal to downgrade the rating of any debt securities of the Issuer by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), as soon as the Issuer learns of such downgrading, proposal to downgrade or public announcement.

(f) Rule 158 . As soon as practicable, but not later than 16 months, after the date of each acceptance by the Issuer of an offer to purchase Securities hereunder, the Issuer will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of such acceptance and satisfying the provisions of Section 11(a) of the Act and Rule 158.

(g) Furnishing of Prospectuses . The Issuer will furnish to the Distributor copies of the Registration Statement, including all exhibits, any Statutory Prospectus relating to the Securities, the Final Prospectus and all amendments and supplements to such documents (including any Pricing Supplement), in each case as soon as available and in such quantities as are reasonably requested.

(h) Blue Sky Qualifications . The Issuer will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Distributor designates and will continue such qualifications in effect so long as required for the distribution.

(i) Reporting Requirements . For so long as the Securities remain outstanding, the Issuer will furnish to the Distributor, (i) as soon as practicable after the end of each fiscal year, a copy of its annual report for such year, (ii) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act, if any, and (iii) from time to time, such other information concerning the Issuer as the Distributor may reasonably request. However, so long as the Issuer is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”), it is not required to furnish such reports or statements to the Distributor.

(j) Payment of Expenses . The Issuer will pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including but not limited to any filing fees and other expenses (including fees and disbursements of counsel) to the Distributor incurred in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Distributor may designate and the preparation and printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee incident to, and the reasonable fees and disbursements of counsel to the Distributor in connection with, review by the Financial Industry Regulatory Authority relating to the Securities, for expenses incurred by the Distributor in distributing the Final Prospectus and all supplements thereto (including any Pricing Supplement), any preliminary prospectuses and any preliminary prospectus supplements, for costs incurred by the Distributor in advertising any offering of Securities and for the Distributor’s reasonable expenses (including the reasonable fees and disbursements of counsel to the Distributor) incurred in connection with the establishment or maintenance of the program contemplated by this Agreement or otherwise in connection with the activities of the Distributor under this Agreement.

(k) Use of Proceeds . The Issuer will (i) use the net proceeds received in connection with any offering of Securities in the manner described in the “Use of Proceeds” section of the General Disclosure Package; and (ii) except as disclosed in the General Disclosure Package, the Issuer does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any Distributor that is not affiliated with the Issuer.

(l) Absence of Manipulation . The Issuer will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Issuer to facilitate the sale or resale of the Securities.

(m) Taxes . The Issuer will indemnify and hold harmless the Distributor against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Securities and on the execution and delivery of any Terms Agreement. All payments to be made by the Issuer thereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Issuer is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Issuer shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

5. Free Writing Prospectuses.

(a) Issuer Free Writing Prospectuses . The Issuer represents and agrees that, unless it obtains the prior consent of the Distributor, and the Distributor represents and agrees that, unless it obtains the prior consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Issuer and the Distributor is

hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

(b) Term Sheets . If so requested by the Distributor, the Issuer will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and otherwise in a form consented to by the Distributor, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Issuer also consents to the use by the Distributor of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Issuer contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clauses (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

6. Conditions of the Obligations of the Distributor.

The obligations of the Distributor, as agent of the Issuer, under this Agreement at any time to solicit offers to purchase the Securities and to purchase Securities from the Issuer as principal is subject to the accuracy, on each Representation Date and on the date of each such solicitation and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities in such Terms Agreement, of the representations and warranties of the Issuer herein, to the accuracy, on each such date, of the statements of the Issuer’s officers made pursuant to the provisions hereof, to the performance, on or prior to each such date, by the Issuer of its obligations hereunder, and to each of the following additional conditions precedent:

(a) Filing of Prospectus . The Final Prospectus, as amended or supplemented as of any Representation Date or date of such solicitation, as the case may be, shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) hereof, and no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer or the Distributor, shall be contemplated by the Commission.

(b) No Material Adverse Change . There shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Issuer or its Significant Subsidiaries taken as a whole which, in the judgment of the Distributor, is material and adverse and makes it impractical or inadvisable to market the Securities; (ii) any downgrading in the rating of any debt securities of the Issuer by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no

implication of a possible downgrading, of such rating); (iii) any change in the United States or Switzerland or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Distributor, impractical to market or to enforce contracts for the sale of the Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange; (v) any suspension of trading of any securities of the Issuer on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. federal, New York or Swiss authorities; (vii) any major disruption of settlements of securities, payment or clearance services in the United States or Switzerland or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States or Switzerland, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Distributor, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Securities or to enforce contracts for the sale of the Securities.

(c) Suspension or Material Limitation in Foreign Exchange Trading . With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency.

(d) Opinion of Swiss Counsel for the Issuer . At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributor shall have received an opinion, dated the Closing Date, or such date of delivery, as the case may be, of Homburger AG, Swiss counsel for the Issuer to the effect that:

(i) Status . The Issuer has been duly incorporated and is an existing corporation under the laws of Switzerland, with corporate power and authority to own its properties and conduct its business in Switzerland as a bank;

(ii) Authority . The Issuer has the corporate power and authority to execute and deliver each of the Indenture, this Agreement and any Terms Agreement, to issue the Securities and to perform its obligations under each of these agreements;

(iii) Corporate Action . The Issuer has taken all necessary corporate action to authorize the execution and delivery by the Issuer of each of the Indenture, this Agreement and any Terms Agreement, the issuance of the Securities and the performance by the Issuer of its obligations under each of these agreements;

(iv) Delivery . This Agreement, any Terms Agreement and the Indenture have been duly executed and delivered by the Issuer (where relevant, acting through the branch) and the choice of New York law expressed to be governing each of these agreements or documents (except for the subordination provisions in the Supplemental Indenture, which are governed by Swiss law) will be recognized under the laws of Switzerland. Accordingly, (i) New York law will determine the validity, binding nature and enforceability of each of these agreements or documents (except for the subordination provisions in the Supplemental Indenture, which are governed by Swiss law), and (ii) as far as Swiss law is concerned, these agreements or documents will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms;

(v) Absence of Conflict . The execution and delivery by the Issuer (where relevant, acting through the branch) and the other parties thereto of each of the Indenture, this Agreement and any Terms Agreement, the issuance, sale and delivery of the Securities and the performance by the Issuer and the other parties thereto of their respective obligations under each of the Securities, the Indenture, this Agreement and any Terms Agreement, do not and will not conflict with or result in a breach of any provisions of the laws of Switzerland applicable to the Issuer or of the Articles of Association of the Issuer;

(vi) Absence of Further Requirements . No consent, approval, authorization or order of, or filing with, any person (including any governmental agency or body or any court) in Switzerland is required for the consummation of the transactions contemplated by this Agreement and any Terms Agreement in connection with the offering, issuance and sale by the Issuer (where relevant, acting through the branch) of the Securities, the execution and delivery of the Indenture, including the performance of the obligations of the Issuer under the Securities;

(vii) Absence of Authorization . In order to ensure the legality, validity, enforceability or admissibilty in evidence of each of the Securities, the Indenture, this Agreement and any Terms Agreement, it is not necessary that they be filed or recorded with any public office in Switzerland;

(viii) Trustee . It is not necessary that The Bank of New York Mellon (formerly known as The Bank of New York), acting in its capacity as the Trustee under the Indenture, should be licensed, qualified or otherwise entitled to carry on business in Switzerland (i) in order to enable it to enforce its rights, or exercise any power, duty or obligation conferred or imposed on it, under the Indenture (including, without limitation, its right to bring a claim or a proceeding on behalf of the Holders (as defined in the Indenture) in a court of competent jurisdiction in Switzerland to enforce the obligations of the Issuer thereunder) or (ii) by reason of the execution of the Indenture by the Trustee or of the performance by the Trustee of its obligations thereunder;

(ix) Ability to Be Sued . The Issuer can sue and be sued in its own name;

(x) Stamp Taxes . No Swiss stamp or other issuance or transfer taxes or duties are payable in connection with the execution and delivery of this Agreement; provided, however, that the Terms Agreement is entered into by Credit Suisse acting through a branch outside Switzerland and that the Securities are issued by Credit Suisse acting through a branch outside Switzerland and, in each case, that the net proceeds from the issue of the Securities are used outside Switzerland; and

(xi) Obligations for Branch Actions . As far as Swiss law is concerned, (A) the execution and delivery of the Terms Agreement by the Issuer, acting through the relevant branch, (B) the execution and delivery of the Indenture by the Issuer, and (C) the execution, issuance and delivery of the Securities by the Issuer acting through the relevant branch, fully obligates the Issuer (with recourse not limited to branch assets) on the Terms Agreement, the Indenture and the Securities.

(e) Opinion of Guernsey Counsel for the Issuer . If the Securities are issued by the Issuer, acting through its Guernsey branch and, if specified in a Terms Agreement, at the time of delivery of the Securities described in such Terms Agreement, the Distributor shall have received an opinion, dated such date of delivery, of Carey Olsen, Guernsey counsel for the Issuer, to the effect that:

(i) Status . The Issuer has been licensed by the relevant Guernsey authority to maintain its Guernsey branch and to carry on a banking business in accordance with the provisions of Guernsey law and had full power and authority to engage in such business in Guernsey;

(ii) Absence of Conflict . The execution and delivery by the Issuer and the other parties thereto of the Terms Agreement and the Indenture, the issuance and sale of the Securities by the Issuer and the performance by the Issuer and the other parties thereto of their respective obligations under each of the Terms Agreement, Securities and the Indenture do not and will not conflict with or result in a breach of any provisions of the laws of Guernsey;

(iii) Absence of Further Requirements . No consent, approval, authorization or order of (other than those consents and authorizations which have already been obtained), or filing with, any person (including any governmental agency or body or any court) in Guernsey is required for the consummation of the transactions contemplated by the Terms Agreement in connection with the offering, issuance, sale and delivery by the Issuer of the Securities or the execution and delivery of the Indenture, including the performance of the obligations of the Issuer under the Securities; and

(iv) Absence of Authorization . In order to ensure the legality, validity, enforceability or admissibility in evidence of each of the Securities, the Indenture and the Terms Agreement, it is not necessary that they be filed or recorded with any public office in Guernsey.

(f) Opinion of U.S. Counsel for the Issuer . At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms

Agreement, the Distributor shall have received an opinion, dated the Closing Date, or such date of delivery, as the case may be, of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel for the Issuer, to the effect that:

(i) Securities . Assuming the execution and delivery of the Securities have been duly authorized by all necessary corporate action of the Issuer and the Securities have been duly authorized for issuance and sale pursuant to this Agreement, when duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof pursuant to this Agreement, the Securities will constitute valid, binding, and enforceable obligations of the Issuer, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Securities are entitled to the benefits of the Indenture; and the description of such Securities contained in the General Disclosure Package, insofar as the description purports to summarize certain provisions of such Securities, provides a fair summary of the provisions of such Securities, and the summary of the principal U.S. federal income tax consequences of an investment in the Securities constitutes a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities;

(ii) Investment Company Act . No registration of the Issuer under the Investment Company Act is required for the offer and sale of the Securities by the Issuer in the manner contemplated by the General Disclosure Package and the application of the proceeds thereof as described in the General Disclosure Package;

(iii) Absence of Further Requirements . The issuance and sale of the Securities pursuant to this Agreement do not, and the performance by the Issuer of its obligations in this Agreement, the Indenture and the Securities will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in such counsel’s experience normally would be applicable to general business entities or to banks with respect to such issuance, sale or performance, except such as have been obtained or effected under the Act and the Trust Indenture Act (it being understood that such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any of the agreements of the Issuer filed as exhibits to the Registration Statement or filed as exhibits to the documents incorporated by reference therein;

(iv) Compliance with Registration Requirements; Effectiveness . Based solely on an electronic or telephonic confirmation from a representative of the Commission, the Registration Statement is effective under the Act, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of such counsel’s knowledge, no stop order with respect thereto has been issued and, to the best of such counsel’s knowledge, no proceedings for that purpose have been instituted or threatened by the Commission; and such counsel do not know of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required;

(v) Indenture; Trust Indenture Act . Assuming the due authorization, execution and delivery by the Issuer of the Indenture, the Indenture has been duly executed and delivered by the Issuer under the laws of the State of New York, and qualified under the Trust Indenture Act, and is a valid, binding and enforceable agreement of the Issuer, subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity;

(vi) Disclosure . The Registration Statement, as of the Effective Time relating to the Securities, and the Final Prospectus, as of the Closing Date or the time of delivery of the Securities described in such Terms Agreement, and any amendment or supplement thereto, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; no information has come to such counsel’s attention that causes it to believe that the Registration Statement, as of the Effective Time relating to the Securities, or any amendment thereto, as of its Effective Time, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Final Prospectus, as of the Closing Date or the time of delivery of the Securities described in such Terms Agreement, or the amendment or supplement thereto, as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or that the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any opinion as to the financial statements or other financial data or management’s report on internal control over financial reporting contained in the Registration Statement, the Final Prospectus or the General Disclosure Package;

(vii) Distribution Agreement . This Agreement has been duly executed and delivered by the Issuer under the laws of the State of New York; and

(viii) Ab sence of Litigation . The disclosure letter required by Section 6(f) shall include a statement confirming that, based solely on inquiry of the General Counsel of the Issuer or a Managing Director responsible for overseeing the Issuer’s litigation, such counsel knows of no U.S. federal or New York State legal or governmental proceedings to which the Issuer, Credit Suisse Securities (USA) LLC or Credit Suisse (USA), Inc. is a party that are currently pending before any U.S. federal or New York State adjudicative tribunal or that have been threatened by a written communication manifesting an intention to initiate such proceedings received by the management of the Issuer or by such counsel that are required to be disclosed in the Registration Statement or the documents incorporated by reference therein that are not disclosed in the General Disclosure Package, including the documents incorporated by reference therein, and the Final Prospectus, including the documents incorporated by reference therein.

In rendering the opinion in paragraph (iii), such counsel may assume that to the extent any document referred to in clause (b) of paragraph (iii) is governed by the law of a jurisdiction other than the federal law of the United States of America or the law of the State of New York, such document would be enforced as written. In addition, in rendering the opinions in paragraphs (i) and (iii), such counsel may assume that with respect to any Security that includes any alternative or additional terms that are not specified in the forms of Securities examined by such counsel, such inclusion (x) would not require the Issuer to obtain any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York in order for the Issuer to issue and sell such Security pursuant to this Agreement, or to perform its obligations in this Agreement, the Indenture and the Securities, (y) would not cause the issuance and sale of such Security pursuant to this Agreement and the performance by the Issuer of its obligations under this Agreement, the Indenture and the Securities to result in a breach or violation of any of the terms and provisions of, or constitute a default under, the documents referred to in clause (b) of paragraph (iii), and (z) would not cause such Security to be not valid, binding or enforceable.

(g) Officer’s Certificate . At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributor shall have received a certificate, dated the Closing Date or such date of delivery, as the case may be, of any two Authorized Persons (as defined below) in which such Authorized Persons to the best of their knowledge and after reasonable investigation shall state that: the representations and warranties of the Issuer in this Agreement and any Terms Agreement are true and correct; the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the date of such certificate; no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Issuer and its subsidiaries taken as a whole except as disclosed in the General Disclosure Package or as described in such certificate. In the case of each such certificate delivered pursuant to a Terms Agreement, the statements contained in such certificate relating to the Registration Statement or the Final Prospectus shall relate to the Registration Statement or the Final Prospectus, as the case may be, as amended or supplemented as of the date of the Issuer’s acceptance of the offer to purchase such Securities and as of the time of delivery of such Securities. For the purposes of this Agreement, the term “Authorized Person” means the Chief Financial Officer of the Issuer and such other officers or employees of the Issuer, or any of its branches or affiliates, as may be designated as “Authorized Persons” by power of attorney signed by the Chief Financial Officer of the Issuer or otherwise duly executed by and on behalf of the Issuer.

(h) Accountant’s Letter . At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributor shall have received a letter, dated the Closing Date or such date of delivery, as the case may be, of KPMG Klynveld Peat Marwick Goerdeler SA, confirming that they are a

registered public accounting firm and independent public accountants within the meaning of the Securities Laws and substantially in the form of Schedule A hereto.

(i) Opinion of Counsel for the Distributor . At the Closing Date and, if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Distributor shall have received from Cravath, Swaine & Moore LLP, counsel for the Distributor, such opinion or opinions, dated the Closing Date or such date of delivery, as the case may be, with respect to such matters as the Distributor may require, and the Issuer shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Moore LLP may rely as to the incorporation of the Issuer and all other matters governed by Swiss law upon the opinion of Homburger AG referred to above.

The Issuer will furnish the Distributor with such conformed copies of such opinions, certificates, letters and documents as the Distributor may reasonably request. The Distributor may in its sole discretion waive compliance with any conditions to the obligations of the Distributor under this Agreement and any Terms Agreement.

7. Additional Covenants of the Issuer. The Issuer agrees that:

(a) Each acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Securities as though made at and as of each such time, it being understood that such representations and warranties shall relate to the Registration Statement and the Final Prospectus, each as amended or supplemented to each such date.

(b) Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented through the filing with the Commission by the Issuer of an annual report on Form 20-F, report on Form 6-K containing quarterly financial information incorporated by reference in the Registration Statement (or any amendment thereto) or (if requested by the Distributor at the time of such filing) any other report on Form 6-K or any other post-effective amendment to such Registration Statement or amendment or supplement to such Final Prospectus (other than a Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such amendment or supplement shall not occur at a Marketing Time, furnish the Distributor with a certificate, dated the date of delivery thereof, of any two Authorized Persons, in form satisfactory to the Distributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 6(g) hereof which was last furnished to the Distributor pursuant to this Section 7(b) are true and correct at the time of such amendment or supplement, as though made at and as of such time or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 6(g); provided, however, that any certificate furnished under this Section 7(b) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in Section 6(g), to the time of delivery of such certificate.

(c) At each Representation Date referred to in Section 7(b), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently if such Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such Representation Date shall not occur at a Marketing Time, furnish the Distributor with a written opinion or opinions, dated the date of such Representation Date, of counsel for the Issuer, in form satisfactory to the Distributor, to the effect set forth in Sections 6(d) and (f) hereof; provided, however, that to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion delivered at the Closing Date or under this Section 7(c); provided further, however, that any opinion or opinions furnished under this Section 7(c) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject only to the exceptions set forth in clause (i) of Section 6(f) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles, and conform to the description thereof contained in the Final Prospectus as amended or supplemented at the relevant date or dates for the delivery of such Securities to the purchaser or purchasers thereof. For the purpose of this Section 7(c), “Applicable Period” shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 7(c) speaks and ending on such Representation Date.

(d) At each Representation Date referred to in Section 7(b) on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, the Issuer shall cause KPMG Klynveld Peat Marwick Goerdeler SA, unless otherwise waived by the Distributor, (A) concurrently if such Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such Representation Date shall not occur at a Marketing Time, to furnish the Distributor with a letter, addressed jointly to the Issuer and the Distributor and dated the date of such Representation Date, in form and substance satisfactory to the Distributor, to the effect set forth in Section 6(h) hereof; provided, however, that to the extent appropriate such letter may reconfirm matters set forth in a prior letter delivered at the Closing Date or pursuant to this Section 7(d); provided further, however, that any letter furnished under this Section 7(d) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer.

(e) On each date for the delivery of Securities to the purchaser thereof, the Issuer shall, if requested by the Distributor, furnish the Distributor with a written opinion or opinions, dated the date of delivery thereof, of counsel for the Issuer, in form satisfactory to the Distributor, to the effect set forth in clauses (i), (iii) and (xi) of Section 6(d), if the Securities are issued by the Issuer, acting through its Guernsey branch, Section 6(e), and clauses (i) and (v) of Section 6(f) hereof; provided, however, that any opinion furnished under this Section 7(e) shall relate to the Final Prospectus as amended or supplemented at such delivery date and shall state that the Securities being sold by the Issuer on such delivery date, when delivered against payment therefor as contemplated by this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of

the Issuer enforceable in accordance with their terms, subject only to the exceptions set forth in clause (i) of Section 6(f) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles, and will conform to the description thereof contained in the Final Prospectus as amended or supplemented at such settlement date.

(f) The Issuer agrees that any obligation of a person who has agreed to purchase Securities to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer’s representation and warranty deemed to be made to the Distributor pursuant to the last sentence of subsection (a) of this Section 7, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 6(a), (b) and (c), it being understood that under no circumstance shall the Distributor have any duty or obligation to exercise the judgment permitted under Section 6 (b) or (c) on behalf of any such person.

8. Indemnification and Contribution.

(a) Indemnification of Distributor . The Issuer will indemnify and hold harmless the Distributor, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Distributor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission from or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by the Distributor specifically for use therein, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Distributor has notified the Issuer in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by the Distributor consists of the information described as such in subsection (b) below.

(b) Indemnification of Issuer . The Distributor will indemnify and hold harmless the Issuer, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Issuer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Distributor Indemnified Party”), against any losses,

claims, damages or liabilities to which such Distributor Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by the Distributor specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Distributor Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Distributor Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Distributor has notified the Issuer in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by the Distributor consists of the following information furnished on behalf of the Distributor: (i) the sixth and seventh paragraphs under the caption “Plan of Distribution” in the Statutory Prospectus relating to the Distributor’s market stabilization activities; (ii) the ninth paragraph under the caption “Plan of Distribution” in the prospectus supplement dated March 25, 2009 as filed with the Commission pursuant to Rule 424(b)(2) under the Act on March 25, 2009 (the “Prospectus Supplement”) concerning the Distributor’s market-making transactions; and (iii) the tenth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning the relationship of the Distributor to the Issuer. Notwithstanding the foregoing, if there is any Terms Agreement, it is understood and agreed that the only such information furnished by the Distributor is that described as such in the Terms Agreement.

(c) Actions against Parties; Notification . Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by

such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution . If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and the Distributor on the other from the offering pursuant to this Agreement of the Securities which are the subject of the action or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Issuer on the one hand and the Distributor on the other shall be deemed to be in the same proportions as the total net proceeds from the offering pursuant to this Agreement of the Securities which are the subject of the action (before deducting expenses) received by the Issuer bear to the total discounts and commissions received by the Distributor from the offering of such Securities pursuant to this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or the Distributor and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Distributor shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities which are the subject of the action and which were distributed to the public through it pursuant to this Agreement or upon resale of Securities purchased by it from the Issuer exceeds the amount of any damages which the Distributor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Issuer and the Distributor agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d).

9. Status of the Distributor.

In soliciting offers to purchase the Securities from the Issuer pursuant to this Agreement and in assuming its other obligations hereunder (other than any obligation to purchase Securities pursuant to Section 3 hereof), the Distributor is acting solely as agent for the Issuer and not as principal. In connection with the placement of any Securities by a Distributor, acting as agent, (a) the Distributor will make reasonable efforts to assist the Issuer in obtaining performance by each purchaser whose offer to purchase Securities from the Issuer has been solicited by the Distributor and accepted by the Issuer, but the Distributor shall have no liability to the Issuer in the event any such purchase is not consummated for any reason; and (b) if the Issuer shall default on its obligations to deliver Securities to a purchaser whose offer it has accepted, the Issuer (i) shall hold the Distributor harmless against any loss, claim or damage arising from or as a result of such default by the Issuer, and (ii) in particular, shall pay to the Distributor any commission to which it would be entitled in connection with such sale.

10. Survival of Certain Representations and Obligations.

The respective indemnities, agreements, representations, warranties and other statements of the Issuer or its officers and of the Distributor set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Distributor, the Issuer or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for the Securities. If this Agreement is terminated pursuant to Section 11 or for any other reason or if for any reason the sale of Securities described in a confirmation or Terms Agreement referred to in Section 3 by the Issuer to the Distributor is not consummated, the Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4(j) and the obligations of the Issuer under Sections 4(f) and 4(i) and the respective obligations of the Issuer and the Distributor pursuant to Section 8 shall remain in effect. In addition, if any such termination of this Agreement shall occur either (i) at a time when the Distributor shall own any of the Securities with the intention of reselling them or (ii) after the Issuer has accepted an offer to purchase Securities and prior to the related settlement, the obligations of the Issuer under the second sentence of Section 4(c), under Sections 4(a), 4(b), 4(d), 4(e), 4(g) and 4(h) and, in the case of a termination occurring as described in (ii) above, under Sections 3(c), 7(a), 7(e) and 7(f) and under the last sentence of Section 9, shall also remain in effect.

11. Termination.

This Agreement may be terminated for any reason at any time by the Issuer or by the Distributor upon the giving of one day’s written notice of such termination to the other party hereto; provided, however, that this Agreement may not be terminated by the giving of such notice following receipt by the Issuer of a confirmation or Terms Agreement referred to in Section 3 relating to the purchase of Securities by the Distributor and prior to delivery of the Securities described in such confirmation or Terms Agreement, unless the sale and purchase of Securities contemplated thereby is rejected by the Issuer in accordance with Section 3(b)(v). Any settlement with respect to Securities placed by the Distributor on an agency basis occurring after termination of this Agreement shall be made in accordance with the Procedures and the

Distributor agrees, if requested by the Issuer, to take the steps therein provided to be taken by the Distributor in connection with such settlement.

12. Sales of Securities Denominated in a Currency other than U.S. Dollars or of Indexed Securities.

If at any time the Issuer and the Distributor shall determine to issue and sell Securities denominated in a currency other than U.S. dollars, which other currency may include a currency unit, or with respect to which an index is used to determine the amounts of payments of principal and any premium and interest, the Issuer and the Distributor may execute and deliver a supplement to this Agreement for the purpose of making any appropriate additions to and modifications of the terms of this Agreement (and the Procedures) applicable to such Securities and the offer and sale thereof. The Issuer will not issue Securities denominated in Yen otherwise than in compliance with applicable Japanese laws, regulations and policies. In particular, the Issuer or its designated agent shall submit such reports or information as may be required from time to time by applicable law, regulations and guidelines promulgated by Japanese governmental and regulatory authorities in connection with the issue and offering of the Securities.

13. Notices.

Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Credit Suisse Securities (USA) LLC shall be directed to it at Eleven Madison Avenue, New York, New York 10010, Attention: Short and Medium Term Finance Department (Facsimile No. (212) 743-5825); and notices to the Issuer shall be directed to it at One Madison Avenue, New York, New York 10010, Attention Legal Department (Facsimile No. (212) 325-8227); or in the case of either party hereto, to such other address or person as such party shall specify to the other party by a notice given in accordance with the provisions of this Section 13. Any such notice shall take effect at the time of receipt.

14. Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the officers and directors and controlling persons referred to in Section 8 and, to the extent provided in Section 7(f), any person who has agreed to purchase Securities from the Issuer, and no other person will have any right or obligation hereunder.

15. Counterparts.

This Agreement and any Terms Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

16. Applicable Law.

This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Issuer hereby submits to the non-exclusive

jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or any Terms Agreement or the transactions contemplated hereby or thereby. The Issuer irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or any Terms Agreement or the transactions contemplated hereby or thereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Issuer irrevocably appoints Credit Suisse (USA), Inc., Eleven Madison Avenue, New York, NY 10010, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer by the person serving the same to the address provided in Section 13, shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding. The Issuer further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement and any Terms Agreement.

The obligation of the Issuer in respect of any sum due to the Distributor pursuant to this Agreement or any Terms Agreement shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Distributor of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Distributor may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Distributor thereunder, the Issuer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Distributor against such loss. If the amount of United States dollars so purchased is greater than the sum originally due to such Distributor thereunder, such Distributor agrees to pay to the Issuer an amount equal to the excess of the dollars so purchased over the sum originally due to the Distributor thereunder.

17. Amendments.

This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed by the Issuer and the Distributor.

18. Notice of New Registration Statement.

Upon delivery by the Issuer to the Distributor of a notice of new registration statement (substantially in the form of Exhibit D hereto) (the “Notice of New Registration Statement”) and subsequent confirmation and acceptance of such Notice of New Registration Statement by the Distributor (the date of such confirmation and acceptance, the “Confirmation Date”) all references herein to the “Closing Date” after the Confirmation Date shall be deemed to refer to the Confirmation Date or such later date as may be mutually agreed by the Issuer and the Distributor, which in no event shall be later than the time at which the Distributor commences solicitation of Securities registered pursuant to the registration statement specified in such Notice of New Registration Statement (the “New Registration Statement”) and the file number of such New Registration Statement shall be as specified in the Notice of New Registration Statement.

Any documents required to be delivered on the Closing Date by Section 6 hereof shall be delivered at a place and time mutually agreed by the Issuer and the Distributor on such Confirmation Date or mutually agreed later date.

19. Selling Restrictions.

The Distributor agrees with the Issuer that it will not solicit offers to purchase, offer to sell, or sell the Securities in violation of the restrictions contained in the Section entitled “Plan of Distribution—Selling Restrictions” in the Statutory Prospectus.

If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below.

			Very truly yours,


			CREDIT SUISSE


			By:			/s/ Peter Feeney
					Name: Peter Feeney
					Title: Authorized Person


			By:			/s/ Sharon O’Connor
				Name: Sharon O’Connor
				Title: Authorized Person


CONFIRMED AND ACCEPTED, as of the
date first above written:

CREDIT SUISSE SECURITIES (USA) LLC


By:		/s/ Sharon Harrison
	Name: Sharon Harrison
	Title: Director

SCHEDULE A

The Distributor shall have received letters, dated, the date of delivery thereof of KPMG Klynveld Peat Marwick Goerdeler SA, confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and to the effect that:

(i) in their opinion the audited consolidated financial statements examined by them and included in the Registration Statement and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws;

(ii) with respect to period(s) covered by any unaudited interim consolidated financial statements included in the Registration Statement and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in AU 722, Interim Financial Information, on those unaudited interim consolidated financial statements (including the notes thereto, if any) of the Issuer and its consolidated subsidiaries included in the Registration Statement and the General Disclosure Package, and have made inquiries of certain officials of the Issuer who have responsibility for financial and accounting matters of the Issuer and its consolidated subsidiaries as to whether those unaudited interim consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly financial statements, if any, and any supplementary summary unaudited financial information of the Issuer and its consolidated subsidiaries made available by the Issuer and the minutes of the meetings of the stockholder, Board of Directors and committees of the Board of Directors of the Issuer; and have made inquiries of certain officials of the Issuer who have responsibility for financial and accounting matters of the Issuer and its consolidated subsidiaries as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement and the General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that:

(A) the unaudited consolidated interim consolidated financial statements, if any, included in the Registration Statement or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to such unaudited interim consolidated financial statements for them to be in conformity with U.S. GAAP; and

(B) with respect to the period from the day after the date of the most recent unaudited interim consolidated financial statements for such entities included in the General Disclosure Package to a specified date at the end of the most recent month where the closing process has been completed, there was any change in common shares, increase in consolidated long-term debt or any decrease in consolidated shareholder’s equity of the Issuer as compared with

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amounts shown in its most recently audited financial statements, except for such decreases set forth in such letter or which are otherwise disclosed ; and

(iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statement, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the Credit Suisse and, to the extent applicable, the Credit Suisse Group annual or quarterly reports (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Issuer and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

All financial statements and schedules included in material incorporated by reference into the Registration Statement or the General Disclosure Package shall be deemed included in the Registration Statement or the General Disclosure Package for purposes of this subsection.

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EXHIBIT A-1

FORM OF GENERAL DISCLOSURE PACKAGE SCHEDULE

GENERAL DISCLOSURE PACKAGE SCHEDULE

(1) Applicable Time:

(2) Registration Statement Number:

(3) Statutory Prospectus:

(4) General Use Issuer Free Writing Prospectus(es):

(5) Other Documents that are part of the General Disclosure Package:

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EXHIBIT A-2

[FORM OF TERMS AGREEMENT]

CREDIT SUISSE[, acting through its
Branch]

(“Issuer”)

Subordinated Medium-Term Notes

TERMS AGREEMENT

, 20

Credit Suisse

Attn: Corporate Treasury Department
Eleven Madison Avenue
New York, New York 10010

Ladies and Gentlemen:

We offer to purchase, on and subject to the terms and conditions of the Distribution Agreement dated March 25, 2009 (the “Distribution Agreement”), the following subordinated notes (“Notes”) on the following terms:

	Branch:

	Title:

	Currency or Currency Units:

	Stated Maturity:

	Authorized Denominations:

	Principal Amount:

	Public Offering Price:	[ %, subject to change by the undersigned — The Distributor proposes to reoffer the above Notes from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.]

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Final Term Sheet:

The Issuer will prepare and file a final term sheet relating to the Offered Securities as contemplated in Section 5(b) of the Distribution Agreement.

Original Issue Discount Security: Yes o No o

Purchase Price (to be paid in [New York Clearing House (next day) — immediately available] funds): % [, plus accrued interest, if any, from the Trade Date to the Settlement Date]

Discount (%):

Closing:

Interest:

% per annum payable semiannually in arrears on each Interest Payment Date.

In the case of Fixed Rate Notes, the interest rate and the Interest Payment Date or Dates and corresponding Regular Record Date or Dates and whether the maturity can be extended:

In the case of Floating Rate Notes, whether the Floating Rate Note is a regular Floating Rate Note, an Inverse Floating Rate Note or a Floating Rate/Fixed Rate Note, the Interest rate formula, Initial Interest Rate, the Index Maturity, the Spread or Spread Multiplier (if any), the maximum or minimum Interest rate limitations (if any), the Interest Reset Dates, the Interest Determination Dates, the Interest Reset Period, the Calculation Agent, the Calculation Dates, the Interest Payment Dates and the Regular Record Dates, in each case to the extent applicable:

In the case of an Index Principal Note or Indexed Interest Rate Note, the manner of determining the principal amount payable at the Maturity Date:

In the case of a Dual Currency Note, the Optional Payment Currency:

In the case of an Amortizing Note, the Amortization Schedule:

In the case of a Renewable Note, the Initial Maturity Date:

Redemption (option of the Issuer), if any:

	Redemption Date(s):
	Redemption Price(s)(%):
	Notice Period:

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Repayment (option of the Holder), if any:

	Redemption Date(s):
	Redemption Price(s)(%):
	Notice Period:

Sinking Fund, if applicable:

Trade Date:

Settlement Date (Original Issue Date):

* * * * *

Details for Settlement

Book-entry Security

[Additional Purchase Information — to be completed by Distributor, if desired, to the extent available]

Exact name in which the Note or Notes are to be registered (“registered owner”):

Exact address of registered owner and, if different, the address for delivery of notices and payment of principal and any premium and interest:

Taxpayer identification number of registered owner:

Principal amount of each Note in authorized denominations to be delivered to registered owner:

Exchange rate applicable to purchase Foreign Currency Notes to be paid for in U.S. dollars:

* * * * *

The provisions of the Distribution Agreement are incorporated herein by reference.

Our agreement to purchase the Notes hereunder is subject to the conditions set forth in the Distribution Agreement, including the conditions set forth in paragraphs (d), (e), (f), (g), (h) and (i) of Section 6. If for any reason the purchase by the undersigned of the Notes is not consummated other than because of a default by the undersigned or a failure to satisfy a condition set forth in clause (iii), (iv), (v), (vi), (vii) and (viii) of Section 6(c) of the Distribution Agreement, the Issuer shall reimburse the undersigned for all out-of-pocket expenses reasonably incurred by the undersigned in connection with the offering of the Notes and not otherwise required to be reimbursed pursuant to Section 4 of the Distribution Agreement.

The following statements in the General Disclosure Package and the Final Prospectus are the ones to which Section 2(t) of the Distribution Agreement applies: “Description of Debt Securities” and “Taxation—United States Taxation” in the Statutory

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Prospectus and “Description of Notes” in the prospectus supplement relating to the offering of the Notes (the “Prospectus Supplement”).

For purposes of Sections 2 and 8 of the Distribution Agreement, the only information furnished to the Issuer by the Distributor [and any other purchaser of the Notes who purchases Notes on and subject to the terms and conditions of the Distribution Agreement and this Terms Agreement] for use in the General Disclosure Package or the Final Prospectus consists of the following information in the Final Prospectus furnished on behalf of each such person:

(a) the [ ] paragraph on page [ ] of the Pricing Supplement under the caption “Underwriting” concerning stabilization transactions, over-allotment transactions, syndicate covering transactions and penalty bids by the Distributor [and each such person];

(b) the following information in the Prospectus Supplement furnished on behalf of Credit Suisse Securities (USA), Inc. (“CSS”):

(i) the sixth and seventh paragraphs under the caption “Plan of Distribution” in the Statutory Prospectus relating to market stabilization activities by CSS;

(ii) the ninth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning market-making transactions by CSS; and

(iii) the tenth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning the relationship of CSS to the Issuer .

Unless the undersigned has received notification from the Issuer within [one Business Day (as defined in the Distribution Agreement)] that the Issuer does not agree to the terms set forth herein, this Terms Agreement shall constitute an agreement between the Issuer and the undersigned for the sale and purchase of the Notes upon the terms set forth herein and in the Distribution Agreement.

	Very truly yours,


	CREDIT SUISSE SECURITIES (USA) LLC


	By
	Name:
	Title:

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Accepted and agreed to
as of the date set forth above.

CREDIT SUISSE [, acting through its
Branch]

By
Name:
Title:

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EXHIBIT B

CREDIT SUISSE

Subordinated Medium-Term Notes

Commission Schedule

		Commission Rate
		(as a percentage of
Maturity		principal amount)

Less than 9 months		N/A

From 9 months to less than 1 year		N/A

From 1 year to less than 18 months		N/A

From 18 months to less than 2 years		N/A

From 2 years to less than 3 years		N/A

From 3 years to less than 4 years		N/A

From 4 years to less than 5 years		N/A

From 5 years to less than 6 years		.500%

From 6 years to less than 7 years		.550

From 7 years to less than 10 years		.600

From 10 years to less than 15 years		.675

From 15 years to less than 20 years		.750

From 20 years to less than 30 years		.875

From 30 years and greater		Negotiated at time of sale

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EXHIBIT C

CREDIT SUISSE

Subordinated Medium-Term Notes

Administrative Procedures

The Subordinated Medium-Term Notes (the “Notes”) are to be offered on a continuing basis by Credit Suisse (the “Issuer”), directly or through one of its branches. Credit Suisse Securities (USA) LLC (the “Agent”) has agreed to use reasonable efforts to solicit offers to purchase the Notes. The Agent may, but will not be obligated to, purchase Notes as principal for its own account. The Notes are being sold pursuant to that certain Distribution Agreement, dated March 25, 2009 (the “Distribution Agreement”), between the Issuer and the Agent, and will be issued pursuant to a subordinated indenture, dated as of March 29, 2007, as supplemented by a sixth supplemental indenture, dated as of March 25, 2009 (together, as further amended and supplemented, the “Indenture”), in each case between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”). The Notes will constitute the Issuer’s direct, unconditional, unsecured and subordinated indebtedness and will have been registered under the Securities Act of 1933, as amended (the “Act”). For a description of the terms of the Notes and the offering and sale thereof, see the sections entitled “Description of Notes” and “Plan of Distribution” in the Prospectus Supplement relating to the Notes, dated March 25, 2009, hereafter referred to as the “Prospectus Supplement” and the sections entitled “Description of Debt Securities,” “Special Provisions Relating to Foreign Currency Denominated Debt Securities”, “Foreign Currency Risks”, “Taxation—United States Taxation”, “Taxation—European Union Directive on Taxation of Certain Interest Payments” and “Plan of Distribution” in the Prospectus relating to the Notes, dated March 25, 2009, hereinafter referred to as the “Prospectus”. Defined terms used but not defined herein shall have the meanings given to them in the Distribution Agreement, the Prospectus or the Prospectus Supplement. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture or the Distribution Agreement, the relevant provisions of the Notes, Indenture and Distribution Agreement shall control.

The Notes will be represented by Global Notes delivered to The Depository Trust Company (“DTC”) or its nominee and recorded in the book-entry system maintained by DTC or such nominee (“Book-Entry Notes”). Notes for which interest is calculated on the basis of a fixed interest rate are referred to herein as “Fixed Rate Notes”. Notes for which interest is calculated at a rate or rates determined by reference to an interest rate formula are referred to herein as “Floating Rate Notes.”

Administrative procedures are explained below. Administrative and record-keeping responsibilities will be handled for the Issuer by its Treasury Operations Department. The Issuer will advise the Agent in writing of those persons handling administrative responsibilities with whom the Agent is to communicate regarding offers to purchase Notes and the details of their delivery.

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Procedures for Establishing the Terms of the Notes

The Issuer and the Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agent. Once the Agent has recorded any indication of interest in Notes upon certain terms and communicated with the Issuer, if the Issuer plans to accept an offer to purchase Notes upon such terms, the Issuer will prepare a Pricing Supplement to the Prospectus and Prospectus Supplement, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Agent, will arrange to have the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (the “Commission”) via the Commission’s EDGAR System pursuant to Rule 424(b) under the Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of “Delivery of Prospectus” below.

Pricing Supplements delivered to the Agent will be sent to:

Credit Suisse

Eleven Madison Avenue

New York, New York 10010

Attn: Helena Willner

Telephone: (212) 325-7198

Telecopier: (212) 743-5825

If the Issuer decides to post rates and a decision has been reached to change interest rates, the Issuer will promptly notify the Agent. The Agent will forthwith suspend solicitation of purchases. At that time, the Agent will recommend and the Issuer will establish rates to be so “posted.” Following establishment of posted rates and prior to the transmitting or filing described in the preceding paragraph, the Agent may only record indications of interest in purchasing Notes at the posted rates. Once the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Issuer, if the Issuer plans to accept an offer at the posted rate, the Issuer will prepare a Pricing Supplement reflecting such posted rate and, after approval from the Agent, will arrange to have the Pricing Supplement filed, or transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission’s Edgar System pursuant to Rule 424(b) under the Act and will supply at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Agent. No settlements at the posted rates may occur prior to such transmitting or filing and the

* If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used.

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Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of “Delivery of Prospectus” below.

Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Suspension of Solicitation: Amendment or Supplement

As provided in the Distribution Agreement, the Issuer may instruct the Agent to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Business Day’s prior notice from the Issuer, the Agent will each forthwith suspend solicitation until such time as the Issuer has advised it that solicitation of offers to purchase may be resumed.

If the Agent receives the notice from the Issuer contemplated by Section 3(c) or 4(c) of the Distribution Agreement, it will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Issuer is required, pursuant to Section 4(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish the Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agent and will furnish the Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Issuer will promptly file such amendment or supplement with the Commission, provide the Agent with copies of any such amendment or supplement, confirm to the Agent that such amendment or supplement has been filed with the Commission and advise the Agent that solicitation may be resumed.

Any such suspension shall not affect the Issuer’s obligations under the Distribution Agreement; and in the event that at the time the Issuer suspends solicitation of offers to purchase there shall be any offers already accepted by the Issuer outstanding for settlement, the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agent and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Acceptance of Offers

The Agent will promptly advise the Issuer, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by the Agent. The Agent may, in its discretion reasonably exercised, without notice to the Issuer, reject any offer received by it, in whole or in part. The Issuer will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Issuer accepts or rejects an offer, in whole or in part, the Issuer will promptly so notify the Agent.

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Confirmation

For each accepted offer, the Agent will issue a confirmation, in writing, to the purchaser, with a copy to the Issuer’s Treasury Operations Department, setting forth the Purchase Information (as defined below) and delivery and payment instructions; provided, however, that, in the case of the confirmation issued to the purchaser, no confirmation shall be delivered to the purchaser prior to the delivery of the Prospectus referred to below.

Determination of Settlement Date

The receipt of immediately available funds by the Issuer in payment for a Note and entry by the Agent of an SDFS (as defined below) deliver order through DTC’s Participant Terminal System to credit such Note to the account of a Participant (as defined below) purchasing, or acting for the purchase of, such Note, shall, with respect to such Note, constitute “settlement.” All offers accepted by the Issuer will be settled on the third Business Day next succeeding the date of acceptance, unless otherwise agreed by the purchaser and the Issuer. The settlement date shall be specified upon receipt of an offer to purchase.

Delivery of Prospectus

A copy of the Prospectus, Prospectus Supplement and Pricing Supplement, in each case, as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above and (ii) any Note purchased by such purchaser. (For this purpose, entry of an SDFS deliver order through DTC’s Participant Terminal System to credit a Note to the account of a Participant purchasing, or acting for the purchaser of, a Note shall be deemed to constitute delivery of such Note.) The Issuer shall ensure that the Agent receives copies of the Prospectus and Prospectus Supplement and each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will enable the Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser’s offer, the Prospectus or Prospectus Supplement shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Issuer and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus and Prospectus Supplement as supplemented by such new supplement, but shall receive the Prospectus and Prospectus Supplement as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus and Prospectus Supplement.

In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under DTC’s operational arrangements (the “Operational Arrangements”) referred to in an Issuer Letter of Representations (the “Letter”) from the Issuer and the Trustee to DTC to be entered into promptly after the date hereof and a Medium-Term Note Certificate Agreement between the

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Trustee and DTC dated as of April 14, 1989, as amended, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System or any successor thereto (“SDFS”).

Form, Denominations and Registration

All Book-Entry Notes of the same tenor and having the same issue date, will be represented initially by a single note (a “Global Note”) in fully registered form without coupons. Unless otherwise stated in the applicable Pricing Supplement, Book-Entry Notes will represent Notes denominated in U.S. dollars. Unless otherwise specified in the applicable Pricing Supplement, Global Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Global Notes will be denominated in principal amounts not in excess of $500,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 would, but not for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 principal amount of such Book-Entry Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Notes representing such Book-Entry note or Notes shall be assigned the same CUSIP number. Each Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the security register maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the “Participants”) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

CUSIP Numbers

The Issuer has arranged with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of a series of CUSIP numbers (including tranche numbers), such series consisting of approximately 900 CUSIP numbers and relating to Global Notes representing Book-Entry Notes. The Issuer has obtained from the CUSIP Service Bureau a written list of such reserved CUSIP numbers and has delivered it to the Trustee and DTC. The Trustee will assign CUSIP numbers serially to Global Notes as described below under “Details for Settlement”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Notes. The Trustee will notify the Issuer at the time when fewer than 100 of the reserved CUSIP numbers remain unassigned to the Global Notes; and the Issuer will reserve additional CUSIP numbers for assignment to Global Notes representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Issuer shall deliver a list of such additional CUSIP numbers to the Trustee and DTC.

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Transfers and Exchanges for the Purpose of Consolidation

Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and, in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note.

The Trustee may upon notice to the Issuer deliver to DTC and the CUSIP Service Bureau at any time a written notice (a copy of which shall be attached to the Global Note resulting from such exchange) specifying (i) the CUSIP numbers of two or more outstanding Global Notes that represent Book-Entry Notes of the same tenor and having the same issue date, and for which interest (if any) has been paid to the same date, (ii) a date occurring at least thirty days after such written notice is delivered and at least thirty days before the next interest payment date (if any) for such Notes, on which such Global Notes shall be exchanged for a single replacement Global Note and (iii) a new CUSIP number to be assigned to such replacement Global Note. Upon receipt of such a notice, DTC will send to its Participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing the new CUSIP number and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned.

Notice of Interest Payment Dates and Regular Record Dates

To the extent then known, on the first Business Day of March, June, September and December of each year, the Trustee will deliver to the Issuer and DTC a written list of record dates and interest payment dates that will occur with respect to Floating Rate Book-Entry Notes during the six-month period beginning on such first Business Day.

Payments of Principal and Interest

(a) Payments of Interest Only. Promptly after each regular record date, the Trustee will deliver to the Issuer and DTC a written notice specifying by CUSIP number the amount of interest (to the extent determinable) to be paid on each Global Note on the following interest payment date (other than an interest payment date coinciding with maturity) and the total of such amounts. The Issuer will confirm with the Trustee the amount payable on each Global Note on such interest payment date. DTC will confirm the amount payable on each Global Note on such interest payment date by reference to the daily or weekly bond reports published by Standard & Poor’s Corporation. The Issuer will pay to the Trustee the total amount of interest due on such interest payment date (other than at maturity), and the Trustee will pay such amount to DTC at the times and in the manner set forth below under “Manner of Payment”.

(b) Payments at Stated Maturity. On or about the first Business Day of each month, the Trustee will deliver to the Issuer and DTC a written list of principal and interest to be paid on each Global Note maturing in the following month (to the extent determinable). The

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Issuer, the Trustee and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Note on or about the fifth Business Day preceding the stated maturity of such Global Note. The Issuer will pay to the Trustee, as the paying agent, the principal amount of such Global Note, together with interest due at such stated maturity. Upon surrender of a Global Note, the Trustee will pay such amounts to DTC at the times and in the manner set forth below under “Manner of Payment”. If any stated maturity of a Global Note representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such stated maturity. Promptly after payment to DTC of the principal and any interest due at the stated maturity of such Global Note, the Trustee will cancel such Global Note and return such Global Note to the Issuer in accordance with the terms of the Indenture.

(c) Payment upon Redemption. The Trustee will comply with the terms of the Operational Arrangements with regard to redemptions or repayments of the Book-Entry Notes. In the case of Book-Entry Notes stated by their terms to be redeemable prior to stated maturity, at least 40 calendar days (in the case of a redemption in whole) and at least 45 calendar days (in the case of a redemption in part) before the date fixed for redemption (the “Redemption Date”), the Issuer shall notify the Trustee of the Issuer’s election to redeem such Book-Entry Notes in whole or in part and the principal amount of such Book-Entry Notes to be so redeemed. At least 15 calendar days but not more than 30 calendar days prior to the Redemption Date, the Trustee shall notify DTC of the Issuer’s election to redeem such Book-Entry Notes. The Trustee shall notify the Issuer and DTC of the CUSIP numbers of the particular Book-Entry Notes to be redeemed either in whole or in part. The Issuer, the Trustee and DTC will confirm the amounts of such principal and any premium and interest payable with respect to each such Book-Entry Note on or about the fifth Business Day preceding the Redemption Date of such Book-Entry Note. The Issuer will pay the Trustee, in accordance with the terms of the Indenture, the amount necessary to redeem each such Book-Entry Note or the applicable portion of each such Book-Entry Note. The Trustee will pay such amount to DTC at the times and in the manner set forth herein. Promptly after payment to DTC of the amount due on the Redemption Date for such Book-Entry Note, the Trustee shall cancel any such Book-Entry Note redeemed in whole and shall deliver it to the Issuer with an appropriate debit advice. If a Global Note is to be redeemed in part, the Trustee will cancel such Global Note and issue a Global Note which shall represent the remaining portion of such Global Note and shall bear the CUSIP number of the canceled Global Note.

(d) Manner of Payment. The total amount of any principal and interest due on Global Notes on any interest payment date or at Maturity shall be paid by the Issuer to the Trustee in immediately available funds on such date available for use as of 9:30 a.m., New York City time. The Issuer will make such payment on such Global Notes by wire transfer to the Trustee. The Issuer will confirm instructions regarding payment in writing to the Trustee. Prior to 1:00 p.m., New York City time, on each maturity of a Book-Entry Note or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due at maturity on Book-Entry Notes. On each interest payment date, interest payment shall be made to DTC in same day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such

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date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Notes are recorded in the book-entry system maintained by DTC. NEITHER THE ISSUER NOR THE TRUSTEE SHALL HAVE ANY DIRECT RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC TO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND ANY PREMIUM AND INTEREST ON THE BOOK-ENTRY NOTES.

(e) Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.

Details for Settlement

For each offer for Book-Entry Notes accepted by the Issuer, the Agent shall communicate to the Issuer’s Treasury Operations Department prior to 11:00 a.m., New York City time, on the first Business Day after the sale date (or on the sale date if such sale is to be settled within one Business Day), by telephone, telex, facsimile transmission or other acceptable means, the following information (the “Purchase Information”):

1. Principal amount of the Notes.

2. Stated maturity of the Notes.

3. In the case of Fixed Rate Notes, the interest rate and interest payment dates of the Notes and whether such Note is an amortizing Note, and, if so, the amortization schedule; in the case of Floating Rate Notes or indexed Notes, interest rate formula, the spread or spread multiplier (if any), the maximum or minimum interest rate limitation (if any), the calculation agent, the calculation dates, the initial interest rate, the interest payment dates, the regular record dates, the index maturity, the interest determination dates and the interest reset dates, in each case, to the extent applicable with respect to the Notes.

4. Redemption and/or repayment provisions, if any, of the Notes.

5. Trade date of the Notes.

6. Settlement date (issue date) of the Notes.

7. Agent’s commission (to be paid in the form of a discount from the proceeds remitted to the Issuer upon settlement).

8. Issue price.

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9. Currency or currency unit in which the Notes are to be denominated and exchange rate applicable to purchase foreign currency Notes payable in U.S. dollars.

10. Original issue discount, if any.

11. Net proceeds to the Issuer.

12. Whether the Issuer has the option to extend the stated maturity of the Note and if so, the extension period, and the final maturity of such Note.

13. Whether the Note is a renewable Note, and if it is a renewable Note, the initial maturity date and the final maturity date.

14. In the case of an indexed Note, any additional information relevant to determination of the amounts of principal (and premium, if any) or interest payable.

15. Any additional applicable terms of the Notes.

The issue date of, and the settlement date for, Book-Entry Notes will be the same. Before accepting any offer to purchase Book-Entry Notes to be settled in fewer than three Business Days, the Issuer shall verify that the Trustee will have adequate time to prepare and authenticate the Global Notes.

If the initial interest rate for a Floating Rate Note has not been determined at the time that the foregoing procedure is completed, the procedures described in the following two paragraphs shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 p.m., each New York City time, as the case may be, on the Business Day before the settlement date.

Immediately after receiving the details for each offer for Book-Entry Notes from the Agent and in any event no later than 12:00 Noon, New York City time, on the first Business Day after the sale date (or on the sale date if such sale is to be settled within one Business Day), the Issuer will, after recording the details and any necessary calculations, communicate the Purchase Information by telephone (promptly confirmed in writing), telex, facsimile transmission or other acceptable means, to the Trustee. Each such instruction given by the Issuer to the Trustee shall constitute a continuing representation and warranty by the Issuer to the Trustee and the Agent that (i) the issuance and delivery of such Note have been duly and validly authorized by the Issuer and (ii) such Note, when duly issued, shall constitute the valid and legally binding obligation of the Issuer.

Immediately after receiving the Purchase Information from the Issuer and in any event no later than 2:00 p.m., New York City time, on the first Business Day after the sale date (or on the sale date if such sale is to be settled within one Business Day), the Trustee will assign a CUSIP number to the Global Note representing such Book-Entry Note and will telephone the Issuer and advise the Issuer of such CUSIP number and, as soon thereafter as practicable, the

C-9

Issuer shall notify the Agent of such CUSIP number. The Trustee will enter a pending deposit message through DTC’s Participant Terminal System, providing settlement information to DTC (which shall route such information to Standard & Poor’s Corporation). Standard & Poor’s Corporation will use the information received in the pending deposit message to include the amount of any interest payable and certain other information regarding the related Global Note in the appropriate daily or weekly bond report published by Standard & Poor’s Corporation.

Settlement; Global Note Delivery and Cash Payment

The Issuer will deliver to the Trustee at the commencement of the program and from time to time thereafter a supply of duly executed Global Notes adequate to implement the program. Upon the receipt of appropriate instructions from the Issuer, the Trustee will cause the Global Note to be completed and authenticated and hold the Global Note for delivery against payment.

Prior to 10:00 a.m., New York City time, on the settlement date, the Trustee will enter instructions through DTC’s Participant Terminal System, using the function MT II, and DTC will credit such Note to the Trustee’s participant account at DTC. Prior to 2:00 p.m., New York City time, on the settlement Date, the Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the Agent’s participant account and (ii) debit the Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note less such Agent’s commission (in accordance with SDFS operating procedures in effect on the settlement date). The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that (i) the Global Note representing such Book-Entry Note has been executed, delivered and authenticated and (ii) the Trustee is holding such Global Note pursuant to the relevant Medium-Term Note Certificate Agreement between the Trustee and DTC.

Prior to 2:00 p.m., New York City time, on the settlement date unless the Agent is the end purchaser of such Note, the Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to such Agent’s participant account and credit such Note to the Participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Note (in accordance with SDFS operating procedures in effect on the settlement date).

Transfers of funds are subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date.

The Trustee, upon confirming receipt of such funds, will wire transfer the amount transferred to the Trustee, in funds available for immediate use, for the account of the Issuer, acting through its New York branch, to account no. 8900329238 at The Bank of New York Mellon (ABA no. 021000018), and for the account of the Issuer, acting through its Nassau branch, to account no. 8900380543 at The Bank of New York Mellon (ABA no. 021000018) or such other account as the Issuer may have previously specified to the Trustee.

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Unless the Agent is the end purchaser of such Note, such Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.

Fails

If settlement of a Book-Entry Note is rescheduled or cancelled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date.

If the Agent or Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable, but no later than 2:00 p.m., New York City time, on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee’s participant account. DTC will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note “cancelled”, make appropriate entries in the Trustee’s records and send such cancelled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note.

If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent may enter an SDFS deliver order through DTC’s Participant Terminal System debiting such Note to the Agent’s participant account and crediting such Note to the participant account of the Trustee and shall notify the Trustee and the Issuer thereof. Thereafter, the Trustee (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Fedwire (in immediately available funds) to the Agent an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer at The Bank of New York Mellon, and (ii) will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the settlement date, if possible, and in any event not later than 5:00 p.m., New York City time, on the following Business Day. If the fail shall have occurred for any reason other than failure of the Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will

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reimburse the Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer.

Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records.

C-12

EXHIBIT D

[date]

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Ladies and Gentlemen:

Re: Registration Statement on Form S-3 ASR (No. [ ])

In accordance with the provisions of the Distribution Agreement among Credit Suisse and Credit Suisse Securities (USA) LLC dated March 25, 2009, as supplemented and amended from time to time [(the “Base Distribution Agreement”), to which you have become a party on the terms and conditions set forth in [details of accession letter]] ([together with the Base Distribution Agreement,] the “Distribution Agreement”) we hereby notify you that an Automatic Shelf Registration Statement on Form S-3 ASR (No. ) as defined in Rule 405 under the Securities Act of 1933, as amended, and relating to the Securities (as defined in the Distribution Agreement) was filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on [date], [also identify any amendments filed] (the “New Registration Statement”) and became effective upon such filing. We hereby advise you that you may resume solicitations of offers to purchase Securities (as defined in the Distribution Agreement) and resume making offers or sales of Securities which you may own as principal, upon the terms and conditions set forth in the Distribution Agreement.

Accordingly, all references in the Distribution Agreement to the “Registration Statement” shall be hereafter deemed to refer to the New Registration Statement.

	Very truly yours,

	CREDIT SUISSE

	By
	Name:
	Title:

Acknowledged and confirmed
as of the date set forth above.

CREDIT SUISSE SECURITIES (USA) LLC

By
Name:
Title:

D-1

EXHIBIT 99.2

CREDIT SUISSE

(the Company)

AND

THE BANK OF NEW YORK MELLON

(formerly known as The Bank of New York)

(the Trustee)

SECOND SUPPLEMENTAL INDENTURE

dated as of March 25, 2009

Supplemental to the Senior Indenture,
dated as of March 29, 2007

SECOND SUPPLEMENTAL INDENTURE, dated as of March 25, 2009 (this “ Second Supplemental Indenture ”), between CREDIT SUISSE, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “ Company ”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (the “ Trustee ”), to the Base Indenture (as defined below).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee have previously executed a senior indenture, dated as of March 29, 2007 (the “ Base Indenture ”), and a first supplemental indenture, dated as of May 6, 2008 (the “ First Supplemental Indenture ”), supplementing the Base Indenture;

WHEREAS, pursuant to Section 9.01 (a) of the Base Indenture, the Company desires to amend the Base Indenture to cure certain ambiguities in the Base Indenture, as supplemented by the First Supplemental Indenture, and to make other changes that do not materially and adversely affect the rights of any Holder;

WHEREAS, the Company has authorized the execution and delivery of this Second Supplemental Indenture;

WHEREAS, pursuant to Sections 2.03 and 9.01(e) of the Base Indenture, the Company desires to establish a series of Securities under the Base Indenture, such series to include (i) tranches of Securities that were the subject of the Officers’ Certificate dated May 7, 2007 pursuant to Sections 2.02, 10.03 and 10.04 of the Base Indenture and (ii) tranches of Securities to be issued on or after the date hereof by the Company, acting directly or through any one of its branches, the form and substance of which and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Second Supplemental Indenture;

WHEREAS, at the request of the Trustee, the Company has furnished the Trustee with (i) an Opinion of Counsel complying with the requirements of Sections 2.02(c), 9.05, 10.03 and 10.04 of the Base Indenture and to the effect that, among other things, this Second Supplemental Indenture has been duly authorized, executed and delivered by the Company, and (ii) an Officers’ Certificate complying with the requirements of Sections 2.02(b), 10.03 and 10.04 of the Base Indenture; and

WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture a valid agreement of the Company, in accordance with the terms of the Base Indenture, and a valid amendment of and supplement to the Base Indenture have been done.

NOW THEREFORE, in consideration of the premises and the purchase of the Securities of any tranche of the series established pursuant to this Second Supplemental Indenture by the Holders thereof from time to time on or after the date hereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all such Holders of such tranche of such series, that the Base Indenture is supplemented and amended, to the extent and for the purposes expressed herein, as follows:

1. For all purposes of this Second Supplemental Indenture, except as

otherwise expressly provided or unless the context otherwise requires, (i) references to any Article, Section or subdivision thereof are references to an Article, Section or other subdivision of this Second Supplemental Indenture and (ii) capitalized terms not otherwise defined herein shall have the meanings set forth in the Base Indenture and the following terms used in this Second Supplemental Indenture have the following respective meanings:

“ Agent Members ” means members of, or participants in, the Depositary.

“ Authority ” means (i) a Board Resolution, (ii) an Officers’ Certificate, (iii) a supplemental indenture, (iv) the form of note described in Section 3(e) substantially in the form set forth in Annex I or Annex II, as applicable, attached hereto representing the Notes of a tranche to be issued pursuant hereto and any pricing supplement attached thereto or delivered therewith in connection with any such tranche of Notes, (v) the note representing the Notes of a tranche executed by the Company and delivered to, and authenticated by, the Trustee, or (vi) such other form of note, certificate or pricing supplement as may be authorized by Board Resolution or Officers’ Certificate.

“ Base Indenture ” has the meaning set forth in the recitals hereof.

“ Branch ” means, if the Company is acting through one of its branches for all purposes under a tranche of the Notes and this Second Supplemental Indenture, the branch of the Company through which the Company is acting for such purposes unless and until a Substitution Branch is designated pursuant to Section 3(f) and thereafter means such Substitution Branch.

“ Business Day ” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York.

“ Depositary ” has the meaning set forth in Section 3(e).

“ Dollars ” means the lawful currency of the United States of America.

“ Indenture ” means the Base Indenture, as amended, supplemented or modified by this Second Supplemental Indenture and as further amended or supplemented from time to time.

“ Interest Payment Date ” means each day on which interest on the Notes is payable.

“ Notes ” has the meaning set forth in Section 3(a).

“ Record Date ” has the meaning set forth in Section 3(c).

“ Registered Global Securities ” has the meaning set forth in Section 3(e).

“ Substitution Branch ” has the meaning set forth in Section 3(f).

“ tranche ” has the meaning set forth in Section 5.

2. [Reserved].

3. Pursuant to Section 2.03 of the Base Indenture, there is hereby established a series of Securities, including (i) tranches of Securities that were the subject of the Officers’ Certificate dated May 7, 2007 pursuant to Sections 2.02, 10.03 and 10.04 of the Base Indenture and (ii) tranches of Securities of such series to be issued on or after the date hereof, the terms of which, including such terms as to amount, maturity, interest, redemption, payment of additional amounts and other terms shall be as set forth below and in the Authority supplemental hereto with respect to a specific tranche.

(a) Designation and Principal Amount . Tranches of Securities of this series to be issued on or after the date hereof by the Company shall be known and designated as the Senior Medium—Term Notes (the “ Notes ”) of the Company and shall form one single series with any tranches of Securities that were the subject of the Officers’ Certificate dated May 7, 2007 pursuant to Sections 2.02, 10.03 and 10.04 of the Base Indenture. The Notes shall be issued by the Company, acting directly or through one of its Branches, as set forth in the Authority establishing the specific terms of a tranche of Notes. The aggregate principal amount of the Securities to be issued on or after the date hereof pursuant to this Second Supplemental Indenture shall be as set forth in, and determined in accordance with the provisions of, the authentication order provided to the Trustee from time to time pursuant to Section 2.02 of the Base Indenture.

(b) Denominations . Unless otherwise established in or pursuant to the Authority establishing the specific terms of a tranche of Notes, the authorized denominations of the Notes shall be $2,000 and any integral multiple of $1,000 in excess thereof.

(c) Record Date . Except as provided in Section 2.13 of the Base Indenture, each interest payment shall be payable to Holders of record as they appear on the Security Register of the Company at the close of business on the corresponding record date (the “ Record Date ”). The Record Date for each tranche of the Notes shall be, for so long as such tranche of the Notes are in the form of one or more Registered Global Securities, three Business Days prior to the relevant Interest Payment Date and, in the event that any Notes of such tranche are not represented by one or more Registered Global Securities, the fifteenth day (whether or not a Business Day) prior to the relevant Interest Payment Date.

(d) [Reserved].

(e) Form of Note . The Company will issue the Notes of each tranche in registered form without coupons, initially in the form of one or more fully registered global securities (the “ Registered Global Securities ”). The Company will deposit the Registered Global Securities initially representing the Notes of each tranche with the Trustee, as custodian for The Depository Trust Company, New York, New York (the “ Depositary ”), and will register the Notes of such tranche in the name of Cede & Co., the Depositary’s nominee. The Registered Global Securities representing the Notes of each tranche will be substantially in the form set forth in Annex I or Annex II, as applicable, or in such other form or forms as shall be executed by the Company and delivered to, and authenticated by, the Trustee from time to time.

Each Registered Global Security shall represent such of the outstanding Notes of each tranche as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes of such tranche from time to time endorsed thereon and that the aggregate amount of outstanding Notes of such tranche represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Registered Global Security to reflect the amount of any increase or decrease in the amount of outstanding Notes of such tranche represented thereby shall be made by the Trustee or the Registrar, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 of the Indenture.

Except as set forth in Section 2.07 of the Indenture, the Registered Global Securities may be transferred, in whole and not in part, only to the Depositary, another nominee of the Depositary or to a successor of the Depositary or its nominee.

Agent Members shall have no rights either under the Indenture with respect to any Registered Global Securities held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Registered Global Securities, and the Depositary or its nominee may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Registered Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent Member or other agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Registered Global Securities.

None of the Company, the Registrar or the Trustee shall have any responsibility or obligation to any Holder that is an Agent Member or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Company, the Registrar and the Trustee may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its Agent Members, participants and any beneficial owners in the Notes.

(f) Substitution . The Company may at any time designate another branch of the Company (the “ Substitution Branch ”) as substitute for the Branch through which it acts under the Notes of a tranche with the same effect as if such Substitution Branch had been originally named as the Branch for all purposes under the Indenture and the Notes; provided, that, prior to such designation, the Trustee shall have received an Opinion of Counsel to the effect that the Company is liable under Swiss law for the obligations of the Substitution Branch with respect to the Notes of such tranche.

Company to the extent of the Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Dollar amount is less than the Dollar amount expressed to be due to the recipient under any Note, the Company shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 3(g), it will be sufficient for a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s other obligations, shall in the event of any voluntary or involuntary dissolution, liquidation or winding up of the Company in Switzerland be ranked pari passu with all other unsecured and unsubordinated indebtedness of the Company to the same extent as the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or any other judgment or order.

(h) [Reserved].

(i) No Government Guarantee . The Notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction. Except as otherwise provided in the Authority establishing the terms of a tranche of Notes, the Notes do not have the benefit of any agency or governmental guarantee.

4. The ninth paragraph of Section 2.07 of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

The Company may at any time and in its sole discretion determine that the Notes of a tranche shall no longer be maintained in global form. If an Event of Default has occurred with regard to the Notes of such tranche and has not been cured or waived, a Holder may elect that its beneficial interest in the Notes of such tranche no longer be maintained as part of the Registered Global Securities. In either such event and subject to the procedures of the Depositary, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Notes of such tranche, will authenticate and make available for delivery, definitive Notes of such tranche in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities or beneficial interest, in exchange for such Registered Global Securities or beneficial interest.

5. Section 2.14 of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

dates, and initial interest payment dates, if applicable. Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other than the fourth paragraph thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.05 and 9.02, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.

6. Section 6.01 (d) of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes to read as follows:

“(d) an involuntary case or other proceeding shall be commenced against the Company, with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or for any substantial part of the property and assets of the Company, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days, except that the issuance of a writ of payment ( Zahlungsbefehl ) and any related further steps under the Swiss debt enforcement and bankruptcy laws up to but not including the threat of bankruptcy ( Konkursandrohung ) shall not constitute such involuntary case or proceeding for the purpose of this clause; or an order for relief shall be entered in such case or proceeding; or an order for relief shall be entered against the Company under any bankruptcy, insolvency or other similar law now or hereafter in effect;”

7. [Reserved].

8. With respect to the Notes, the Base Indenture is hereby amended by adding the following as Section 10.16:

Section 10.16. Action through a Branch . The Company may issue Securities under this Indenture through one or more of its branches.

9. Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts and all of said counterparts executed and delivered each as an original shall constitute but one and the same instrument.

10. Trustee’s Duties, Responsibilities and Liabilities . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of such statements. The Trustee makes no representation as to the validity of this Second Supplemental Indenture. The Trustee assumes no duties, responsibilities or liabilities by reason of this Second Supplemental Indenture other than as set forth in the Base Indenture, and this Second Supplemental Indenture is executed and accepted by

the Trustee subject to all the terms and conditions of its acceptance of the trust under the Base Indenture, as fully as if said terms and conditions were herein set forth at length.

11. Ratification and Confirmation . As amended and modified by this Second Supplemental Indenture, the Base Indenture is in all respects ratified and confirmed and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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

	CREDIT SUISSE


	By:	/s/ Peter Feeney
		Name: Peter Feeney
		Title: Authorized Person


	By:	/s/ Sharon O’Connor
		Name: Sharon O’Connor
		Title: Authorized Person


	THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee


	By:	/s/ Kimberly Davidson
		Name: Kimberly Davidson
		Title: Vice President

Annex I

[FORM OF SENIOR MEDIUM-TERM NOTE
(FIXED RATE)]

D-1

[FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ” OR THE “ DEPOSITARY ”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

REGISTERED		PRINCIPAL AMOUNT: $
NO. FXR-		CUSIP:

CREDIT SUISSE[, acting through its
Branch]
SENIOR MEDIUM-TERM NOTE
(FIXED RATE)

Branch:

Form of Note: Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:	o U.S. dollars	o Other:

Authorized Denominations:	o U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof
	o Other:

Maturity Date:

Interest Payment Date(s):

Interest Rate: %
Day Count:	o 30/360
	o Other:

Indexed Note:	o Yes		o No
Manner of Determining Principal Amount Payable at Maturity Date:
Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:	o Yes	o No
Optional Payment Currency:
Optional Election Date:

Amortizing Note:	o Yes	o No
Amortizing Schedule:

Original Issue Discount Note:	o Yes	o No
Issue Price:

Renewable Note:	o Yes	o No
Initial Maturity Date:

Optional Redemption:	o Yes	o No
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction:

Optional Repayment:		o Yes		o No
Optional Repayment Date(s):

Optional Extension of Maturity:		o Yes		o No
Final Maturity Date:

Addendum Attached:		o Yes		o No

Exchange Rate Agent:

Other Provisions:

Credit Suisse, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (together with its successors and assigns, the “Company”), [acting through its Branch,] for value received, hereby promises to pay to Cede & Co. or registered assignees, the Principal Amount as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith or as shall be set forth in the Schedule of Exchanges of Senior Medium-Term Notes (Fixed Rate) attached hereto) on the Maturity Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) at the Interest Rate per annum specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the Principal hereof is paid or duly made available for payment (except as provided below). The Company will pay interest in arrears on Interest Payment Date(s) specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing with the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and on the Maturity Date (or any Redemption Date or Repayment Date) (these and certain other capitalized terms used herein are defined on the reverse of this Note); provided , however , that if the Original Issue Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date and will be payable to the registered holder of this Note (the “Holder” and, collectively, the “Holders”) on the Record Date with respect to such second Interest Payment Date; and provided , further , that if an Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) would fall on a day that is not a Business Day, payment of interest, premium, if any, or Principal otherwise payable on such date shall not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or on the Maturity Date (or any Redemption Date or Repayment Date), and no interest shall accrue for the period from and after the Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) to such next succeeding Business Day.

Payment of the Principal of this Note, any premium and the interest due on the Maturity Date (or any Redemption Date or Repayment Date) will be made in immediately available funds upon surrender of this Note at the office or agency of such paying agent as the Company may determine and maintained for that purpose in the Borough of Manhattan, The City of New York (a “Paying Agent”), or at the office or agency of such other Paying Agent as the Company may determine.

Notwithstanding the foregoing, if an Addendum is attached hereto or “Other Provisions” apply to this Note as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), this Note shall be subject to the terms set forth in such Addendum or such “Other Provisions.”

be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the corresponding record date (the “Record Date”), which for this tranche of the Notes shall be, for so long as the Notes of this tranche are in the form of one or more Registered Global Securities, three Business Days prior to the relevant Interest Payment Date and, in the event that any Notes of this tranche are not represented by one or more Registered Global Securities, the fifteenth day (whether or not a Business Day) prior to the relevant Interest Payment Date; provided , however , that interest payable on the Maturity Date (or any Redemption Date or Repayment Date) will be payable to the person to whom the Principal hereof shall be payable.

If the Specified Currency specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is other than U.S. dollars, any payment on this Note on an Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) will be made in U.S. dollars, as provided below, unless the Holder hereof elects by written request (which request shall also include appropriate wire transfer instructions) to the Paying Agent at its corporate trust office in The City of New York received on or prior to the Record Date relating to an Interest Payment Date or at least 10 days prior to the Maturity Date (or any Redemption Date or Repayment Date), as the case may be, to receive such payment in such Specified Currency except as provided on the reverse hereof; provided , that any U.S. dollar amount to be received by a Holder of this Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent appointed by the Company and specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (the “Exchange Rate Agent”), at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of such Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of such Specified Currency payable to all Holders of Notes having the same terms as this Note (including Original Issue Date) scheduled to receive U.S. dollar payment and at which the applicable dealer commits to execute a contract; provided , further , that if such bid quotations are not available, such payments shall be made in such Specified Currency. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. The Holder hereof may elect to receive payment in such Specified Currency for all such payments and need not file a separate election for each such payment, and such election shall remain in effect until revoked by written notice to the Paying Agent at its corporate trust office in The City of New York received on a date prior to the Record Date for the relevant Interest Payment Date or at least 10 calendar days prior to the Maturity Date (or any Redemption Date or Repayment Date), as the case may be; provided, that such election is irrevocable as to the next succeeding payment to which it relates; if such election is made as to full payment on this Note, such election may thereafter be revoked so long as the Paying Agent is notified of the revocation within the time period set forth above.

If the Specified Currency specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is U.S. dollars, payment of the Principal of and premium, if any, and interest on this Note will be made in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts; provided , however , that payments of interest, other than interest due at maturity (or any

Redemption Date or Repayment Date) will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register.

A Holder of U.S. $5,000,000 (or, if the Specified Currency specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is other than U.S. dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes having the same Interest Payment Date will be entitled to receive payments of interest, other than interest due at maturity (or any Redemption Date or Repayment Date), by wire transfer of immediately available funds to an account within the United States maintained by the Holder of this Note if appropriate wire transfer instructions in writing have been received by the Paying Agent not less than 10 days prior to the applicable Interest Payment Date; provided , however , that, unless alternative arrangements are made, any such payments to be made in a Specified Currency other than U.S. dollars shall be made to an account at a bank outside the United States.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee, as defined on the reverse hereof, by manual signature, this Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company[,acting through its Branch] has caused this Note to be duly executed.

	CREDIT SUISSE[, acting through its
	Branch]


	By:
		Name:
		Title:


	By:
		Name:
		Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

	THE BANK OF NEW YORK MELLON
	(formerly known as THE BANK OF NEW YORK),
	as Trustee


	By:
		Authorized Signatory

[REVERSE OF NOTE]

CREDIT SUISSE[, acting through its
Branch]
SENIOR MEDIUM-TERM NOTE
(FIXED RATE)

This Note is one of a duly authorized issue of Senior Medium-Term Notes (the “Notes”) of the Company[, acting through its Branch]. The Notes are issuable under a senior indenture, dated as of March 29, 2007, as supplemented by a second supplemental indenture, dated as of March 25, 2009 (collectively, the “Indenture”), in each case between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Bank of New York Mellon (formerly known as The Bank of New York) at its corporate trust office in The City of New York has been appointed the Registrar and Paying Agent with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Indenture. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in accordance with the provisions of the following two paragraphs, will not be redeemable or subject to repayment at the option of the Holder prior to maturity.

Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or earlier Redemption Date or Repayment Date), as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months.

This Note shall be subject to redemption at the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), in whole or from time to time in part in increments of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $2,000 or such minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a “Redemption Date”), on notice given no more than 60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for

the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

This Note shall be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), in whole or in part in increments of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $2,000 or such minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a “Repayment Date”). For this Note to be repaid, this Note must be received, together with the form hereon entitled “Option to Elect Repayment” duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

If this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as an Original Issue Discount Note, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (i) the Issue Price specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (increased by any accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from the Original Issue Date to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the “Discount.”

For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant (computed using the “Constant Yield” method in accordance with the rules under the Internal Revenue Code of 1986, as amended). The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the “Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding sentence.

of specified commodities, stocks or indices, the exchange rate of a specified currency relative to one or more currencies, currency units, composite currencies or units of account, or such other price or exchange rate specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). Information as to the method for determining the Principal hereof payable at Maturity Date, the manner of determining the interest rate, certain historical information with respect to the specified indexed item and tax considerations associated with an investment in the Indexed Notes will be set forth in the applicable pricing supplement.

If this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as a Dual Currency Note, the Company may have a one time option, exercisable on the Option Election Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), in whole, but not in part, with respect to all Dual Currency Notes issued on the same day and having the same terms, of making all payments of Principal, premium, if any, and interest after the exercise of such option, whether at maturity or otherwise (which payment would otherwise be made in the Specified Currency of such Notes), in an optional currency (the “Optional Payment Currency”) specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). The terms of the Dual Currency Notes, together with information as to the relative value of the Specified Currency compared to the Optional Payment Currency and as to tax considerations associated with an investment in the Dual Currency Notes will be set forth in the applicable pricing supplement.

If this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as an Amortizing Note, the Company will make payments combining Principal and interest in installments over the life of such Note. Payments with respect to Amortizing Notes will be applied first to the interest due and payable on the Notes and then to the reduction of the unpaid Principal of the Notes.

If this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as a Renewable Note, this Note will mature on an Interest Payment Date set forth on the face hereof (or in the applicable pricing supplement attached hereto or delivered herewith), unless the maturity of all or a portion of the Principal amount of this Note is extended in accordance with the procedures set forth in the applicable pricing supplement.

If so specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the Maturity Date of this Note may be extended at the option of the Company for one or more periods up to but not beyond the date (the “Final Maturity Date”) set forth on the face hereof (or in the pricing supplement attached hereto or delivered herewith).

This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company.

than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in the minimum Authorized Denomination specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) or any amount in excess thereof which is an integral multiple thereof.

In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the Principal hereof and the interest accrued hereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions that provide that the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder in order to (i) cure any ambiguity, defect or inconsistency in the Indenture, provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders; (ii) comply with the requirements of the Indenture if the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all its property and assets (as an entirety or substantially as an entirety in one transaction or a series of transactions), to any person; (iii) comply with any requirements of the Securities and Exchange Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (iv) evidence and provide for the acceptance of appointment under the Indenture with respect to the Notes by a successor Trustee; (v) provide for uncertificated or unregistered Notes and to make all appropriate changes for such purpose; (vi) provide for a guarantee from a third party on outstanding Notes that are issued under the Indenture; (vii) provide for the substitution of one or more of the Company’s branches as obligor of the Notes; or (viii) make any change that does not materially and adversely affect the rights of any Holder.

The Indenture contains provisions that provide that, without prior notice to any Holders, the Company and the Trustee may amend the Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Notes; provided that, without the consent of each Holder of the Securities affected thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Note, or reduce the Principal thereof or the rate of interest thereon (including any amount in respect of original issue discount), or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Note that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of payment where, or the currency in which, any Principal or the interest thereon is payable, modify any right to convert or exchange such Holder’s Note for another security to the detriment of the Holder or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions of the

Indenture or certain Defaults and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Note of such Holder; or (iv) modify any of the provisions of the Indenture governing amendments or waivers with the consent of Holders except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

It is also provided in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal amount of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Security or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

The Indenture provides that a series of Securities may include one or more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, but all the Securities within each such tranche shall have identical terms, provided that Securities within a tranche may have different authentication dates, public offering prices, initial interest accrual dates, and initial interest payment dates, if applicable. Notwithstanding any other provision of the Indenture, subject to certain exceptions, with respect to sections of the Indenture concerning the execution, authentication and terms of the Securities, redemption of the Securities, maintenance of an office or agency of the Company in The City of New York, Events of Default of the Securities, defeasance of the Securities and amendment of the Indenture, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to a Board Resolution or a supplemental indenture establishing such series or the Authority establishing such tranche.

Except as set forth below, if the Principal of, or premium, if any, or interest on, this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payments in U.S. dollars on the basis of the Market Exchange Rate (as defined below) on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date. Any payment made under such circumstances in U.S. dollars where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default.

All determinations referred to above made by the Company or its agents shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on Holders of Notes. So long as this Note shall be outstanding, the Company will cause to be maintained an office or agency for the payment of the Principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment of said Principal, premium, if any, and interest at such place or places (subject to applicable laws and regulations) as the Company may decide. So long as there shall be any such agency, the Company shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.

No provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein and in the Indenture prescribed unless otherwise agreed between the Company and the registered Holder of this Note.

Upon due presentment for registration of transfer of this Note, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company or any agent of the Company, the registrar of the Notes or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Registrar, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the Principal of, or premium, if any, or the interest on, this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflicts of law principles thereof).

As used herein:

banking institutions are generally authorized or obligated by law, regulation or executive order to close in the principal financial center of the country of the Specified Currency, or (ii) with respect to Notes denominated in euros, “Business Day” shall also include any day on which the TransEuropean Real-Time Gross Settlement Express Transfer (TARGET) System is in place;

(ii) the term “Market Exchange Rate” shall mean, as of any date, for any currency or currency unit, the noon U.S. dollar buying rate for that currency or currency unit, as the case may be, for cable transfers quoted in The City of New York on such date as certified for customs purposes by the Federal Reserve Bank of New York;

(iii) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and

(iv) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT — (Custodian) (Minor)

Under Uniform Gifts to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.

			Signature:


Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) the Company to repay $ principal amount of the within Note, pursuant to its terms, on the Optional Repayment Date first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned, at

(Please print or typewrite name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining principal amount of this Note.

For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set forth above at its office or agency in the Borough of Manhattan, the City and State of New York, located initially at the office of the Trustee, 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Finance.

			Signature:


Dated:
			NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE OF EXCHANGES OF SENIOR MEDIUM-TERM NOTES

(FIXED RATE)

The following exchanges of a part of this Registered Global Security have been made:

			Principal
		Amount of	Amount
	Amount of	Increase in	of this Registered
	Decrease in	Principal	Global Security
	Principal Amount	Amount	Following Such	Signature of
	of this Registered	of this Registered	Decrease (or	Authorized Officer
Date of Exchange	Global Security	Global Security	Increase)	of Trustee

Annex II

[FORM OF SENIOR MEDIUM-TERM NOTE
(FLOATING RATE)]

[FACE OF NOTE]

REGISTERED		PRINCIPAL AMOUNT: $
NO. FLR-		CUSIP:

CREDIT SUISSE[, acting through its
Branch]
SENIOR MEDIUM-TERM NOTE
(FLOATING RATE)

Branch:

Form of Note: Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:	o U.S. dollars		o Other:

Authorized Denominations		o U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof
		o Other:

Maturity Date:

Interest Payment Date(s):

Interest Rate Basis or Bases:

o CD Rate		o Commercial Paper Rate
o Prime Rate		o Federal Funds Rate
o LIBOR		o Federal Funds Open Rate
		o Treasury Rate
		Index Currency:
		Index Maturity:
o Other

Spread (plus or minus): %		Spread Multiplier: %

Initial Interest Rate: %

Interest Category

o Regular Floating Rate Note

o Floating Rate/Fixed Rate Note

Fixed Rate Commencement Date:

Fixed Interest Rate:

o Inverse Floating Rate Note:

Fixed Interest Rate:

o Original Issue Discount Note

Issue Price:

Initial Interest Reset Date:			Interest Reset Date(s):

Interest Reset Period:

Day Count:	o 30/360		o Actual/Actual
	o Actual/360		o Other:

Maximum Interest Rate: %			Minimum Interest Rate: %

Indexed Note:		o Yes		o No
Manner of Determining Principal Amount Payable at Maturity Date:
Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:		o Yes		o No
Optional Payment Currency:
Optional Election Date:

Amortizing Note:		o Yes		o No
Amortizing Schedule:

Original Issue Discount Note:		o Yes		o No
Issue Price:

Renewable Note:		o Yes		o No
Initial Maturity Date:

Optional Redemption:		o Yes		o No

Initial Redemption Date:
Initial Redemption Percentage: %

Annual Redemption Percentage Reduction:

Optional Repayment:	o Yes	o No
Optional Repayment Date(s):

Optional Extension of Maturity:	o Yes	o No
Final Maturity Date:

Addendum Attached:	o Yes	o No
Exchange Rate Agent:

Other Provisions:

Credit Suisse, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (together with its successors and assigns, the “Company”), [acting through its Branch,] for value received, hereby promises to pay to Cede & Co., or registered assignees, the Principal Amount as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith or as shall be set forth in the Schedule of Exchanges of Senior Medium-Term Notes (Floating Rate) attached hereto) on the Maturity Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) at a rate per annum equal to the Initial Interest Rate specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the first Interest Reset Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until the Principal hereof is paid or duly made available for payment (except as provided below). The Company will pay interest in arrears on each Interest Payment Date as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing with the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and on the Maturity Date (or any Redemption Date or Repayment Date) (these and certain other capitalized terms used herein are defined on the reverse of this Note); provided , however , that if the Original Issue Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date and will be payable to the registered holder of this Note (the “Holder” and, collectively, the “Holders”) on the Record Date with respect to such second Interest Payment Date; and provided , further , that (i) if an Interest Payment Date (other than the Maturity Date, but including any Redemption Date or Repayment Date) would fall on a day that is not a Business Day, such Interest Payment Date (or Redemption Date or Repayment Date) shall be the following day that is a Business Day, and interest shall accrue and be payable with respect to such payment for the period from the originally-scheduled Interest Payment Date (or Redemption Date or Repayment Date) to such following Business Day, except that if the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is LIBOR and such next Business Day falls in the next calendar month, the Interest Payment Date (or Redemption

Date or Repayment Date) shall be the immediately preceding day that is a Business Day and interest shall accrue to such preceding Business Day, and (ii) if the Maturity Date falls on a day that is not a Business Day, the required payment of Principal, premium, if any, and interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and interest shall not accrue and be payable with respect to such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.

Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Original Issue Date, until the Principal hereof has been paid or duly made available for payment (except as provided herein). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the corresponding record date (the “Record Date”), which for this tranche of the Notes shall be, for so long as the Notes of this tranche are in the form of one or more Registered Global Securities, three Business Days prior to the relevant Interest Payment Date and, in the event that any Notes of this tranche are not represented by one or more Registered Global Securities, the fifteenth day (whether or not a Business Day) prior to the relevant Interest Payment Date; provided , however , that interest payable on the Maturity Date (or any Redemption Date or Repayment Date) will be payable to the person to whom the Principal hereof shall be payable.

Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of such Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of such Specified Currency payable to all Holders of Notes having the same terms as this Note (including Original Issue Date) scheduled to receive U.S. dollar payment and at which the applicable dealer commits to execute a contract; provided , further , that if such bid quotations are not available, such payments shall be made in such Specified Currency. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. The Holder hereof may elect to receive payment in such Specified Currency for all such payments and need not file a separate election for each such payment, and such election shall remain in effect until revoked by written notice to the Paying Agent at its corporate trust office in The City of New York received on a date prior to the Record Date for the relevant Interest Payment Date or at least 10 calendar days prior to the Maturity Date (or any Redemption Date or Repayment Date), as the case may be; provided, that such election is irrevocable as to the next succeeding payment to which it relates; if such election is made as to full payment on this Note, such election may thereafter be revoked so long as the Paying Agent is notified of the revocation within the time period set forth above.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company[,acting through its Branch] has caused this Note to be duly executed.

	CREDIT SUISSE[, acting through its
	Branch]

	By:
		Name:
		Title:


	By:
		Name:
		Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

	THE BANK OF NEW YORK MELLON
	(formerly known as THE BANK OF NEW YORK),
	as Trustee


	By:
		Authorized Signatory

[REVERSE OF NOTE]

CREDIT SUISSE[, acting through its
Branch]
SENIOR MEDIUM-TERM NOTE
(FLOATING RATE)

This Note is one of a duly authorized issue of Senior Medium-Term Notes (the “Notes”) of the Company[, acting through its Branch]. The Notes are issuable under a senior indenture, dated as of March 29, 2007, as supplemented by a second supplemental indenture, dated as of March 25, 2009 (collectively, the “Indenture”), in each case between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Bank of New York Mellon (formerly known as The Bank of New York) has been appointed Calculation Agent (the “Calculation Agent,” which term includes any successor calculation agent) with respect to the Notes, and The Bank of New York Mellon (formerly known as The Bank of New York) at its corporate trust office in The City of New York has been appointed the Registrar and Paying Agent with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Indenture. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in accordance with the provisions of the following two paragraphs, will not be redeemable or subject to repayment at the option of the Holder prior to maturity.

The interest rate borne by this Note will be determined as follows:

(i) Unless the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note,” this Note shall be designated as a “Regular Floating Rate Note” and, except as set forth below or on the face hereof (or in the pricing supplement attached hereto or delivered herewith), shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith); provided , however , that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

(ii) If the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as a “Floating Rate/Fixed Rate Note,” then, except as set forth below or on the face hereof (or in the pricing supplement attached hereto or delivered herewith), this Note shall initially bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any. Commencing on the Initial Interest Reset Date, the Rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided , however , that (y) the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate in effect for the period commencing on the Fixed Rate Commencement Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) to the Maturity Date shall be the Fixed Interest Rate specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) or, if no such Fixed Interest Rate is specified and this Note is still outstanding on the Fixed Rate Commencement Date, the interest rate in effect hereon on the day immediately preceding the Fixed Rate Commencement Date.

(iii) If the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as an “Inverse Floating Rate

Note,” then, except as set forth below or on the face hereof (or in the pricing supplement attached hereto or delivered herewith), this Note shall bear interest at the Fixed Interest Rate minus the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any; provided , however , that, unless otherwise specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the interest rate hereon shall not be less than zero. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date; provided , however , that the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate.

Unless otherwise specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the rate with respect to each Interest Rate Basis will be determined in accordance with the applicable provisions below. Except as set forth above or on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the interest rate in effect on each day shall be (i) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date.

If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if LIBOR is an applicable Interest Rate basis and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate, Federal Funds Open Rate and Prime Rate will be the second Business Day preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to LIBOR shall be the second London Business Day preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest Reset Date falls on which Treasury bills normally would be auctioned; provided , however , that if as a result of a legal holiday an auction is held on the Friday of the week preceding such Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided , further , that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following the date of such auction.

The “Calculation Date” pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

Determination of CD Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the CD Rate, the CD Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate on such date for negotiable certificates of deposit having the Index Maturity specified on

the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published by the Board of Governors of the Federal Reserve System in “Statistical Release H.15(519), Selected Interest Rates” or any successor publication of the Board of Governors of the Federal Reserve System (“H.15(5l9)”) under the heading “CDs (secondary market)” or, if not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published by the Federal Reserve Bank of New York in its daily update of H.15 available through the website of the Board of Governors of the Federal Reserve System at “http://www.federalreserve.gov/releases/hl5/update” (“H.15 Daily Update”) or any successor site or publication of the Board of Governors under the heading “Certificates of Deposit.” If such rate is not yet published in either H.15(5l9) or H.15 Daily Update by 3:00 p.m., New York City time, on such Calculation Date, the Calculation Agent will calculate the CD Rate on such Interest Determination Date, which will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such Interest Determination Date, for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in an amount that is representative for a single transaction in that market at that time as quoted by three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent (after consultation with the Company); provided , however , that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).

Determination of Commercial Paper Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the Money Market Yield (as defined herein) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), as such rate shall be published in H.15(519) under the heading “Commercial Paper—Non-financial,” or if not so published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published in H.15 Daily Update under the heading “Commercial Paper—Non-financial” (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 or 90 days, respectively). If by 3:00 p.m., New York City time, on such Calculation Date, such rate is not yet available in either H.15(519) or H.15 Daily Update, the Calculation Agent will calculate the Commercial Paper Rate, which will be the Money Market Yield corresponding to the arithmetic mean of the offered rates as of approximately 11:00 a.m., New York City time, on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), placed for a non-financial issuer whose bond rating is “AA” or the equivalent, from a nationally recognized rating agency as quoted by three leading dealers of

commercial paper in The City of New York selected by the Calculation Agent (after consultation with the Company); provided , however , that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).

“Money Market Yield” shall be the yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield =		D x 360	x100
		360 - (D x M)	x100

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the interest period for which interest is being calculated.

Determination of Federal Funds Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Federal Funds Rate, the Federal Funds Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate applicable to such date for Federal Funds opposite the caption “Federal funds (effective),” as displayed on Reuters on page 118 (or any page which may replace such page on such service) under the heading “EFFECT” on the Business Day immediately following such Interest Determination Date, or, if such rate is not so published by 3:00 p.m., New York City time, on the Business Day immediately following such Interest Determination Date, the Federal Funds Rate will be the rate applicable to such Interest Determination Date as published in H.15 Daily Update (or such other recognized electronic source used for the purpose of displaying such rate) under the heading “Federal Funds (effective).” If such rate is not published in H.15 Daily Update (or such other recognized electronic source used for the purpose of displaying such rate) by 4:15 p.m., New York City time, on the Business Day immediately following such Interest Determination Date, the Calculation Agent will calculate the Federal Funds Rate for such Interest Determination Date, which will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds as of 9:00 a.m., New York City time, on such Interest Determination Date arranged by three leading brokers in Federal Funds transactions in The City of New York selected by the Calculation Agent (after consultation with the Company); provided , however , that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate applicable to such Interest Determination Date will be the same as the Federal Funds Rate in effect for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).

Determination of the Federal Funds Open Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Federal Funds Open Rate, the Federal Funds Open Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate for such day for federal funds transactions among members of the Federal Reserve System arranged by federal funds

brokers on such day, as published under the heading “Federal Funds” opposite the caption “Open” as such rate is displayed on Reuters (or any successor service) on page 5 (or any page which may replace such page on such service) (“Reuters Page 5”). In the event that on any Interest Determination Date no reported rate appears on Reuters Page 5 by 3:00 p.m., New York City time, the rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg, which is the Fed Funds Opening Rate as reported by Prebon Yamane (or any successor) on Bloomberg. In the event that on any Interest Determination Date no reported rate appears on Reuters Page 5 or the FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, the interest rate applicable to the next Interest Reset Period will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds prior to 9:00 a.m., New York City time, on such Interest Determination Date arranged by three leading brokers (which may include any underwriters, agents or their affiliates) of Federal Funds transactions in New York City selected by the Calculation Agent (after consultation with the Company); provided , however , that if the brokers selected by the Calculation Agent are not quoting as set forth above, the Federal Funds Open Rate with respect to such Interest Determination Date will be the same as the Federal Funds Open Rate in effect for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest will be the Initial Interest Rate). Notwithstanding the foregoing, the Federal Funds open rate in effect for any day that is not a Business Day shall be the Federal Funds Open Rate in effect for the prior Business Day.

Determination of LIBOR . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is LIBOR, LIBOR with respect to this Note shall be determined on each Interest Determination Date as follows:

(i) With respect to an Interest Determination Date relating to a LIBOR Note, LIBOR will be, the offered rate for deposits in the London interbank market in the Index Currency (as defined below) having the Index Maturity designated on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately following such Interest Determination Date that appears on the Designated LIBOR Page (as defined below) or a successor reporter of such rates selected by the Calculation Agent and acceptable to the Company as of 11:00 a.m., London time, on such Interest Determination Date. If no rate appears on the Designated LIBOR Page, LIBOR in respect of such Interest Determination Date will be determined as if the parties had specified the rate described in clause (ii) below.

(ii) With respect to an Interest Determination Date relating to a LIBOR Note to which the last sentence of clause (i) above applies, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with the Company), to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately following such Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest

Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time specified in the pricing supplement attached hereto or delivered herewith), in the applicable Principal Financial Center (as defined below), on such Interest Determination Date for loans made in the Index Currency to leading European banks having the Index Maturity designated on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time by three major reference banks (which may include any underwriters, agents or their affiliates) in such Principal Financial Center selected by the Calculation Agent (after consultation with the Company); provided , however , that if fewer than three reference banks so selected by the Calculation Agent are quoting as mentioned in this sentence, LIBOR with respect to such Interest Determination Date will be the same as LIBOR in effect for the immediately preceding Interest Reset Period (or, if there was no preceding Interest Reset Period, the rate of interest payable hereon will be the Initial Interest Rate).

“Index Currency” means the currency (including currency units and composite currencies) specified as Index Currency on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as the currency with respect to which LIBOR shall be calculated. If no such currency is specified as Index Currency on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the Index Currency shall be U.S. dollars.

“Designated LIBOR Page” means the display on page LIBOR01 (or any other page specified in the pricing supplement attached hereto or delivered herewith) of Reuters (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable index currency (or such other page as may replace that page on that service for the purpose of displaying such rates).

Unless provided otherwise in the pricing supplement attached hereto or delivered herewith, “Principal Financial Center” means the principal financial center of the country of the specified Index Currency, except that with respect to U.S. dollars and euro, the Principal Financial Center shall be The City of New York and Brussels, respectively.

Determination of Prime Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Prime Rate, the Prime Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate set forth in H.15(5l9) for such date opposite the caption “Bank Prime Loan” or, if not published by 3:00 p.m., New York City time, on the Calculation Date, the rate on such Interest Determination Date as published in H.15 Daily Update under the caption “Bank Prime Loan.” If such rate is not yet published by 3:00 p.m., New York City time, on such Calculation Date, the Prime Rate for such Interest Determination Date will be the arithmetic mean of the rates of interest publicly announced by each bank named on the display designated as the “USPRIME 1” page on Reuters (or such other page as may replace the USPRIME 1 page on such service for the purpose of displaying prime rates or base lending rates of major U.S. banks) (the “Reuters Screen USPRIME 1 Page”) as such bank’s prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, for such Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on such Interest Determination Date, or, if fewer than four

such rates appear on the Reuters Screen USPRIME 1 Page for such Interest Determination Date, the rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by at least two of the three major money center banks in The City of New York selected by the Calculation Agent (after consultation with the Company) from which quotations are requested. If fewer than two quotations are provided, the Calculation Agent will calculate the Prime Rate, which will be the arithmetic mean of the prime rates in The City of New York quoted by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by Federal or State authority, selected by the Calculation Agent (after consultation with the Company) to quote prime rates.

Determination of Treasury Rate . If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Treasury Rate, the Treasury Rate with respect to this Note shall be determined on each Interest Determination Date and shall be the rate from the auction held on such Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) under the caption “INVESTMENT RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) or, if not so published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined below) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High” or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Bond Equivalent Yield of the Auction rate of such Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the Auction rate of Treasury Bills having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having the index maturity designated in the applicable pricing supplement as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the rate of such Interest Determination Date on such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event such rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the Calculation Agent will calculate the Treasury Rate, which will be a Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary U.S. government securities dealers (which may include Credit Suisse Securities (USA) LLC) selected by the Calculation Agent (after consultation with the Company) for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith); provided ,

however , that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate with respect to the Interest Determination Date will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).

“Bond Equivalent Yield” shall be the yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield =		D x N x 100
		360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law of general application.

At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate that will become effective as of the next Interest Reset Date.

Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any Redemption Date or Repayment Date), as the case may be. Accrued interest hereon shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which interest is being paid. The interest factor for each such date shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis is CD Rate, Commercial Paper Rate, Federal Funds Rate, Federal Funds Open Rate, Prime Rate or LIBOR, as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), or by the actual number of days in the year if the Interest Rate Basis is the Treasury Rate, as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). All percentages resulting from any calculation of the rate of interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on this Note will be rounded to the nearest cent (with one-half cent rounded upward). The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).

If this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as an Indexed Note, the Principal hereof payable at Maturity Date or interest to be paid on this Note, or both, will be determined by reference to the price or prices of specified commodities, stocks or indices, the exchange rate of a specified currency relative to one or more currencies, currency units, composite currencies or units of account, or such other price or exchange rate specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). Information as to the method for determining the Principal hereof payable at Maturity Date, the manner of determining the interest rate, certain historical information with respect to the specified indexed item and tax considerations associated with an investment in the Indexed Notes will be set forth in the applicable pricing supplement.

compared to the Optional Payment Currency and as to tax considerations associated with an investment in the Dual Currency Notes will be set forth in the applicable pricing supplement.

This Note is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Company.

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and, if denominated in U.S. dollars, is issuable only in denominations of U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof, provided that if a different Authorized Denomination is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), this Note shall be issuable only in such Authorized Denomination. If this Note is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in the minimum Authorized Denomination specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) or any amount in excess thereof which is an integral multiple thereof.

the Trust Indenture Act; (iv) evidence and provide for the acceptance of appointment under the Indenture with respect to the Notes by a successor Trustee; (v) provide for uncertificated or unregistered Notes and to make all appropriate changes for such purpose; (vi) provide for a guarantee from a third party on outstanding Notes that are issued under the Indenture; (vii) provide for the substitution of one or more of the Company’s branches as obligor of the Notes; or (viii) make any change that does not materially and adversely affect the rights of any Holder.

The Indenture provides that a series of Securities may include one or more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering. The

Securities of different tranches may have one or more different terms, but all the Securities within each such tranche shall have identical terms, provided that Securities within a tranche may have different authentication dates, public offering prices, initial interest accrual dates, and initial interest payment dates, if applicable. Notwithstanding any other provision of the Indenture, subject to certain exceptions, with respect to sections of the Indenture concerning the execution, authentication and terms of the Securities, redemption of the Securities, maintenance of an office or agency of the Company in The City of New York, Events of Default of the Securities, defeasance of the Securities and amendment of the Indenture, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to a Board Resolution or a supplemental indenture establishing such series or the Authority establishing such tranche.

So long as this Note shall be outstanding, the Company will cause to be maintained an office or agency for the payment of the Principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment of said Principal, premium, if any, and interest at such place or places (subject to applicable laws and regulations) as the Company may decide. So long as there shall be any such agency, the Company shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.

Upon due presentment for registration of transfer of this Note, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the

transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflicts of law principles thereof).

As used herein:

(i) the term “Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York and any other place of payment with respect to the applicable Notes and (i) with respect to Notes bearing interest calculated by reference to LIBOR, “Business Day” shall also include a London Business Day, (ii) with respect to Notes denominated in a Specified Currency other than U.S. dollars or euro, “Business Day” shall not include a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in the principal financial center of the country of the Specified Currency, or (iii) with respect to Notes denominated in euros, “Business Day” shall also include any day on which the TransEuropean Real-Time Gross Settlement Express Transfer (TARGET) System is in place;

(ii) the term “London Business Day” means any day that is both a Business Day and a day on which dealings in deposits in the Specified Currency are transacted, or with respect to any future date are expected to be transacted, in the London interbank market;

(iii) the term “Market Exchange Rate” shall mean, as of any date, for any currency or currency unit, the noon U.S. dollar buying rate for that currency or currency unit, as the case may be, for cable transfers quoted in The City of New York on such date as certified for customs purposes by the Federal Reserve Bank of New York;

(iv) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and

(v) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common

TEN ENT-as tenants by the entireties

JT TEN-as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT- (Custodian) (Minor)

Under Uniform Gifts to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

	attorney to transfer
such Note on the books of the Company, with full power of substitution in the premises.

			Signature:


Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

(Please print or typewrite name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining principal amount of this Note.

			Signature:


Dated:
			NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE OF EXCHANGES OF SENIOR MEDIUM-TERM NOTES

(FLOATING RATE)

The following exchanges of a part of this Registered Global Security have been made:

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

EXHIBIT 99.3

CREDIT SUISSE

(the Company)

AND

THE BANK OF NEW YORK MELLON

(formerly known as The Bank of New York)

(the Trustee)

SIXTH SUPPLEMENTAL INDENTURE

dated as of March 25, 2009

Supplemental to the Subordinated Indenture,
dated as of March 29, 2007

SIXTH SUPPLEMENTAL INDENTURE, dated as of March 25, 2009 (this “ Sixth Supplemental Indenture ”), between CREDIT SUISSE, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “ Company ”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (the “ Trustee ”), to the Base Indenture (as defined below).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee have previously executed a subordinated indenture, dated as of March 29, 2007 (the “ Base Indenture ”), and a first supplemental indenture, dated as of May 15, 2007, a second supplemental indenture, dated as of February 20, 2008, a third supplemental indenture, dated as of March 28, 2008, a fourth supplemental indenture, dated as of December 23, 2008, and a fifth supplemental indenture, dated as of March 20, 2009, supplementing the Base Indenture;

WHEREAS, pursuant to Section 9.01 (a) of the Base Indenture, the Company desires to amend the Base Indenture to cure certain ambiguities in the Base Indenture and to make other changes that do not materially and adversely affect the rights of any Holder;

WHEREAS, the Company has authorized the execution and delivery of this Sixth Supplemental Indenture;

WHEREAS, pursuant to Sections 2.03 and 9.01(e) of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities under the Base Indenture, to be issued by the Company, acting directly or through any one of its branches, the form and substance of which and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Sixth Supplemental Indenture;

WHEREAS, at the request of the Trustee, the Company has furnished the Trustee with (i) an Opinion of Counsel complying with the requirements of Sections 2.02(c), 9.05, 11.03 and 11.04 of the Base Indenture and to the effect that, among other things, this Sixth Supplemental Indenture has been duly authorized, executed and delivered by the Company, and (ii) an Officers’ Certificate complying with the requirements of Sections 2.02(b), 11.03 and 11.04 of the Base Indenture; and

WHEREAS, all conditions and requirements necessary to make this Sixth Supplemental Indenture a valid agreement of the Company, in accordance with the terms of the Base Indenture, and a valid amendment of and supplement to the Base Indenture have been done.

NOW THEREFORE, in consideration of the premises and the purchase of the Securities of any tranche of the series established pursuant to this Sixth Supplemental Indenture by the Holders thereof from time to time on or after the date hereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all such Holders of such tranche of such series, that the Base Indenture is supplemented and amended, to the extent and for the purposes expressed herein, as follows:

1. For all purposes of this Sixth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) references to any Article, Section

or subdivision thereof are references to an Article, Section or other subdivision of this Sixth Supplemental Indenture and (ii) capitalized terms not otherwise defined herein shall have the meanings set forth in the Base Indenture and the following terms used in this Sixth Supplemental Indenture have the following respective meanings:

“ Agent Members ” means members of, or participants in, the Depositary.

“ Base Indenture ” has the meaning set forth in the recitals hereof.

“ Branch ” means, if the Company is acting through one of its branches for all purposes under a tranche of the Notes and this Sixth Supplemental Indenture, the branch of the Company through which the Company is acting for such purposes unless and until a Substitution Branch is designated pursuant to Section 3(f) and thereafter means such Substitution Branch.

“ Depositary ” has the meaning set forth in Section 3(e).

“ Dollars ” means the lawful currency of the United States of America.

“ Indenture ” means the Base Indenture, as amended, supplemented or modified by this Sixth Supplemental Indenture and as further amended or supplemented from time to time.

“ Interest Payment Date ” means each day on which interest on the Notes is payable.

“ Notes ” has the meaning set forth in Section 3(a).

“ Record Date ” has the meaning set forth in Section 3(c).

“ Registered Global Securities ” has the meaning set forth in Section 3(e).

“ Senior Creditors ” has the meaning set forth in Section 3(d).

“ Senior Indebtedness ” has the meaning set forth in Section 2.

“ Substitution Branch ” has the meaning set forth in Section 3(f).

“ tranche ” has the meaning set forth in Section 5.

2. With respect to Securities of the series established by this Sixth Supplemental Indenture, the definition of “Senior Indebtedness” in Section 1.01 of the Base Indenture is hereby amended and restated as follows:

“ Senior Indebtedness ” means all obligations of the Company to the Senior Creditors.

3. Pursuant to Section 2.03 of the Base Indenture, there is hereby established a series of Securities, the terms of which, including such terms as to amount, maturity, interest, redemption, payment of additional amounts and other terms, shall be as set forth below and in the Authority supplemental hereto with respect to a specific tranche.

(a) Designation and Principal Amount . Tranches of Securities of this series shall be known and designated as the Subordinated Medium-Term Notes (the “ Notes ”) of the Company. The Notes shall be issued by the Company, acting directly or through one of its Branches, as set forth in the Authority establishing the specific terms of a tranche of Notes. The aggregate principal amount of the Securities to be issued on or after the date hereof pursuant to this Sixth Supplemental Indenture shall be as set forth in, and determined in accordance with the provisions of, the authentication order provided to the Trustee from time to time pursuant to Section 2.02 of the Base Indenture.

(d) Subordination . Sections 10.01, 10.02, 10.03 and 10.04 of the Base Indenture are hereby amended and restated in their entirety with respect to the Notes as follows:

Section 10.01. Subordination . Notwithstanding anything to the contrary set forth in the Base Indenture relating to the subordination of the Securities, the Notes will constitute the Company’s direct, unconditional, unsecured and subordinated obligations.

Section 10.02. Rights upon Bankruptcy . In the event of any liquidation, dissolution or winding up of the Company, by bankruptcy or otherwise, the payment of principal and interest on the Notes will be subordinated to the prior payment in full of all

of the Company’s present and future unsubordinated creditors (the “ Senior Creditors ”), but not further or otherwise.

Section 10.03. [Intentionally omitted.]

Section 10.04. [Intentionally omitted.]

In the event of any inconsistency between Article 10 of the Base Indenture and the provisions of this Sixth Supplemental Indenture, the provisions of this Sixth Supplemental Indenture shall govern.

(g) Currency Indemnity . If the Notes are denominated in Dollars, the Dollar will be the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the Dollar by any Holder in respect of any sum expressed to be due to it from the Company shall only constitute a discharge to the Company to the extent of the Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Dollar amount is less than the Dollar amount expressed to be due to the recipient under any Note, the Company shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 3(g), it will be sufficient for a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s other obligations, shall in the event of any voluntary or involuntary dissolution, liquidation or winding up of the Company in Switzerland be subordinated to the claims in respect of Senior Indebtedness to the same extent as the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or any other judgment or order.

(h) No Set-Off . Subject to applicable law, no Holder shall be entitled to exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company or the Branch arising under or in connection with a tranche of Notes and each Holder shall, by virtue of being a Holder, be deemed to have waived all such rights of set-off, compensation or retention.

(i) No Security . The Company may not create or permit to exist any pledge or other security interest over the Company’s assets to secure the Company’s obligations in respect of the Notes.

(j) No Government Guarantee . The Notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction. Except as otherwise provided in the Authority establishing the terms of a tranche of Notes, the Notes do not have the benefit of any agency or governmental guarantee.

4. The ninth paragraph of Section 2.07 of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

5. Section 2.14 of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes as follows:

Section 2.14. Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, but all the Securities within each such tranche shall have identical terms, provided that Securities within a tranche may have different authentication dates, public offering prices, initial interest accrual dates, and initial interest payment dates, if applicable. Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other than the fourth paragraph thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.05 and 9.02, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.

6. Section 6.01 (d) of the Base Indenture is hereby amended and restated in its entirety with respect to the Notes to read as follows:

liquidator, custodian or other similar official of the Company or for any substantial part of the property and assets of the Company, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days, except that the issuance of a writ of payment ( Zahlungsbefehl ) and any related further steps under the Swiss debt enforcement and bankruptcy laws up to but not including the threat of bankruptcy ( Konkursandrohung ) shall not constitute such involuntary case or proceeding for the purpose of this clause; or an order for relief shall be entered in such case or proceeding; or an order for relief shall be entered against the Company under any bankruptcy, insolvency or other similar law now or hereafter in effect;”

7. Section 11.08(a) of the Base Indenture is hereby amended and restated with respect to the Notes to read as follows:

“(a) The laws of the State of New York (without regard to conflicts of laws principles thereof) shall govern the Indenture and the Notes. Notwithstanding the foregoing, the subordination provisions set forth in Section 3(d) of this Sixth Supplemental Indenture shall be governed by Swiss law.”

8. With respect to the Notes, the Base Indenture is hereby amended by adding the following as Section 11.16:

Section 11.16. Action through a Branch . The Company may issue Securities under this Indenture through one or more of its branches.

9. Counterparts . This Sixth Supplemental Indenture may be executed in any number of counterparts and all of said counterparts executed and delivered each as an original shall constitute but one and the same instrument.

10. Trustee’s Duties, Responsibilities and Liabilities . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of such statements. The Trustee makes no representation as to the validity of this Sixth Supplemental Indenture. The Trustee assumes no duties, responsibilities or liabilities by reason of this Sixth Supplemental Indenture other than as set forth in the Base Indenture, and this Sixth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions of its acceptance of the trust under the Base Indenture, as fully as if said terms and conditions were herein set forth at length.

11. Ratification and Confirmation . As amended and modified by this Sixth Supplemental Indenture, the Base Indenture is in all respects ratified and confirmed and the Base Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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

	CREDIT SUISSE


	By:	/s/ Peter Feeney
		Name: Peter Feeney
		Title: Authorized Person


	By:	/s/ Sharon O’Connor
		Name: Sharon O’Connor
		Title: Authorized Person


	THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee


	By:	/s/ Kimberly Davidson
		Name: Kimberly Davidson
		Title: Vice President

Annex I

[FORM OF SUBORDINATED MEDIUM-TERM NOTE
(FIXED RATE)]

D-1

[FACE OF NOTE]

REGISTERED		PRINCIPAL AMOUNT: $
NO. FXR-		CUSIP:

CREDIT SUISSE[, acting through its

Branch]

SUBORDINATED MEDIUM-TERM NOTE

(FIXED RATE)

Branch:

Form of Note: Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:	o U.S. dollars	o Other:

Authorized Denominations:	o U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof
	o Other:

Maturity Date:

Interest Payment Date(s):

Interest Rate: %

Day Count:

o 30/360

o Other:

Indexed Note:

o Yes

o No

Manner of Determining Principal Amount Payable at Maturity Date:

Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:

o Yes

o No

Optional Payment Currency:

Optional Election Date:

Amortizing Note:

o Yes

o No

Amortizing Schedule:

Original Issue Discount Note:

o Yes

o No

Issue Price:

Renewable Note:

o Yes

o No

Initial Maturity Date:

Optional Redemption:

o Yes

o No

Initial Redemption Date:

Initial Redemption Percentage: %

Annual Redemption Percentage Reduction:

Optional Repayment:

o Yes

o No

Optional Repayment Date(s):

Optional Extension of Maturity:

o Yes

o No

Final Maturity Date:

Addendum Attached:

o Yes

o No

Exchange Rate Agent:

Other Provisions:

Credit Suisse, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (together with its successors and assigns, the “Company”), [acting through its Branch,] for value received, hereby promises to pay to Cede & Co. or registered assignees, the Principal Amount as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith or as shall be set forth in the Schedule of Exchanges of Subordinated Medium-Term Notes (Fixed Rate) attached hereto) on the Maturity Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) at the Interest Rate per annum specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the Principal hereof is paid or duly made available for payment (except as provided below). The Company will pay interest in arrears on Interest Payment Date(s) specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing with the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and on the Maturity Date (or any Redemption Date or Repayment Date) (these and certain other capitalized terms used herein are defined on the reverse of this Note); provided , however , that if the Original Issue Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date and will be payable to the registered holder of this Note (the “Holder” and, collectively, the “Holders”) on the Record Date with respect to such second Interest Payment Date; and provided , further , that if an Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) would fall on a day that is not a Business Day, payment of interest, premium, if any, or Principal otherwise payable on such date shall not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or on the Maturity Date (or any Redemption Date or Repayment Date), and no interest shall accrue for the period from and after the Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) to such next succeeding Business Day.

Redemption Date or Repayment Date) will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the Note register.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company[,acting through its Branch] has caused this Note to be duly executed.

		CREDIT SUISSE[, acting through its Branch]


		By:
			Name:
			Title:


		By:
			Name:
			Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee


	By:
		Authorized Signatory

[REVERSE OF NOTE]

CREDIT SUISSE[, acting through its
Branch]
SUBORDINATED MEDIUM-TERM NOTE
(FIXED RATE)

This Note is one of a duly authorized issue of Subordinated Medium-Term Notes (the “Notes”) of the Company[, acting through its Branch]. The Notes are issuable under a subordinated indenture, dated as of March 29, 2007, as supplemented by a sixth supplemental indenture, dated as of March 25, 2009 (collectively, the “Indenture”), in each case between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Bank of New York Mellon (formerly known as The Bank of New York) at its corporate trust office in The City of New York has been appointed the Registrar and Paying Agent with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Indenture. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in accordance with the provisions of the following two paragraphs, will not be redeemable or subject to repayment at the option of the Holder prior to maturity.

the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

This Note will constitute the Company’s direct, unconditional, unsecured and subordinated obligation. In the event of any liquidation, dissolution or winding up, by bankruptcy or otherwise, the payment of principal and interest on this Note will be subordinated to the prior payment in full of all of the Company’s present and future unsubordinated creditors (the “Senior Creditors”), but not further or otherwise. The Company, for itself and its successors, and each Holder, by accepting the Notes, agrees that the subordination provisions in the Indenture are for the benefit of the Holders of Senior Indebtedness. “Senior Indebtedness” means all obligations of the Company to the Senior Creditors.

Subject to applicable law, no Holder shall be entitled to exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company [or the Branch] arising under or in connection with a tranche of Notes and each Holder shall, by virtue of being a Holder, be deemed to have waived all such rights of set-off, compensation or retention. The Company may not create or permit to exist any pledge or other security interest over the Company’s assets to secure the Company’s obligations in respect of this Note.

each Holder of the Securities affected thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Note, or reduce the Principal thereof or the rate of interest thereon (including any amount in respect of original issue discount), or adversely affect the rights of such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such Holder, or reduce the amount of the Principal of an Original Issue Discount Note that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of payment where, or the currency in which, any Principal or the interest thereon is payable, modify any right to convert or exchange such Holder’s Note for another security to the detriment of the Holder or impair the right to institute suit for the enforcement of any such payment on or after the due date therefor; (ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions of the Indenture or certain Defaults and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Note of such Holder; or (iv) modify any of the provisions of the Indenture governing amendments or waivers with the consent of Holders except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflicts of law principles thereof), except for the subordination provisions hereof, which shall be governed by Swiss law.

As used herein:

(i) the term “Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York and any other place of payment with respect to the applicable Notes and (i) with respect to Notes denominated in a Specified Currency other than U.S. dollars or euro, “Business Day” shall not include a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in the principal financial center of the country of the Specified Currency, or (ii) with respect to Notes denominated in euros, “Business Day” shall also include any day on which the TransEuropean Real-Time Gross Settlement Express Transfer (TARGET) System is in place;

(iv) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common

TEN ENT – as tenants by the entireties

JT TEN – as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT – (Custodian) (Minor)

Under Uniform Gifts to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]





[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


the within Note and all rights thereunder, hereby irrevocably constituting and appointing

	attorney to transfer
such Note on the books of the Company, with full power of substitution in the premises.

			Signature:


Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

(Please print or typewrite name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining principal amount of this Note.

			Signature:


Dated:
			NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE OF EXCHANGES OF SUBORDINATED MEDIUM-TERM NOTES

(FIXED RATE)

The following exchanges of a part of this Registered Global Security have been made:

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee

Annex II

[FORM OF SUBORDINATED MEDIUM-TERM NOTE

(FLOATING RATE)]

[FACE OF NOTE]

REGISTERED	PRINCIPAL AMOUNT: $
NO. FLR-	CUSIP:

CREDIT SUISSE[, acting through its
Branch]
SUBORDINATED MEDIUM-TERM NOTE
(FLOATING RATE)

Branch:

Form of Note: Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:

o U.S. dollars

o Other:

Authorized Denominations	o U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof
	o Other:

Maturity Date:

Interest Payment Date(s):

Interest Rate Basis or Bases:

o CD Rate	o Commercial Paper Rate
o Prime Rate	o Federal Funds Rate
o LIBOR	o Federal Funds Open Rate
	o Treasury Rate
	Index Currency:
	Index Maturity:
o Other

Spread (plus or minus): %	Spread Multiplier: %

Initial Interest Rate: %

Interest Category

o Regular Floating Rate Note
o Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate:
o Inverse Floating Rate Note:
Fixed Interest Rate:
o Original Issue Discount Note
Issue Price:

Initial Interest Reset Date:			Interest Reset Date(s):

Interest Reset Period:
Day Count:	o 30/360		o Actual/Actual
	o Actual/360		o Other:

Maximum Interest Rate: %			Minimum Interest Rate: %

Indexed Note:		o Yes		o No
Manner of Determining Principal Amount Payable at Maturity Date:
Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:		o Yes		o No
Optional Payment Currency:
Optional Election Date:

Amortizing Note:		o Yes		o No
Amortizing Schedule:

Original Issue Discount Note:		o Yes		o No
Issue Price:

Renewable Note:		o Yes		o No
Initial Maturity Date:

Optional Redemption:		o Yes		o No

Initial Redemption Date:
Initial Redemption Percentage: %

Annual Redemption Percentage Reduction:

Optional Repayment:	o Yes	o No
Optional Repayment Date(s):

Optional Extension of Maturity:	o Yes	o No
Final Maturity Date:

Addendum Attached:	o Yes	o No

Exchange Rate Agent:

Other Provisions:

Credit Suisse, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (together with its successors and assigns, the “Company”), [acting through its Branch,] for value received, hereby promises to pay to Cede & Co., or registered assignees, the Principal Amount as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith or as shall be set forth in the Schedule of Exchanges of Subordinated Medium-Term Notes (Floating Rate) attached hereto) on the Maturity Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) at a rate per annum equal to the Initial Interest Rate specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the first Interest Reset Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until the Principal hereof is paid or duly made available for payment (except as provided below). The Company will pay interest in arrears on each Interest Payment Date as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing with the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), and on the Maturity Date (or any Redemption Date or Repayment Date) (these and certain other capitalized terms used herein are defined on the reverse of this Note); provided , however , that if the Original Issue Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date and will be payable to the registered holder of this Note (the “Holder” and, collectively, the “Holders”) on the Record Date with respect to such second Interest Payment Date; and provided , further , that (i) if an Interest Payment Date (other than the Maturity Date, but including any Redemption Date or Repayment Date) would fall on a day that is not a Business Day, such Interest Payment Date (or Redemption Date or Repayment Date) shall be the following day that is a Business Day, and interest shall accrue and be payable with respect to such payment for the period from the originally-scheduled Interest Payment Date (or Redemption Date or Repayment Date) to such following Business Day, except that if the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is LIBOR and such next Business Day falls in the next calendar month, the Interest

Payment Date (or Redemption Date or Repayment Date) shall be the immediately preceding day that is a Business Day and interest shall accrue to such preceding Business Day, and (ii) if the Maturity Date falls on a day that is not a Business Day, the required payment of Principal, premium, if any, and interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and interest shall not accrue and be payable with respect to such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company[,acting through its Branch] has caused this Note to be duly executed.

	CREDIT SUISSE[, acting through its Branch]

	By:
		Name:
		Title:


	By:
		Name:
		Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


	THE BANK OF NEW YORK MELLON
	(formerly known as THE BANK OF NEW YORK),
	as Trustee


	By:
		Authorized Signatory

[REVERSE OF NOTE]

CREDIT SUISSE[, acting through its
Branch]
SUBORDINATED MEDIUM-TERM NOTE
(FLOATING RATE)

This Note is one of a duly authorized issue of Subordinated Medium-Term Notes (the “Notes”) of the Company[, acting through its Branch]. The Notes are issuable under a subordinated indenture, dated as of March 29, 2007, as supplemented by a sixth supplemental indenture, dated as of March 25, 2009 (collectively, the “Indenture”), in each case between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Bank of New York Mellon (formerly known as The Bank of New York) has been appointed Calculation Agent (the “Calculation Agent,” which term includes any successor calculation agent) with respect to the Notes, and The Bank of New York Mellon (formerly known as The Bank of New York) at its corporate trust office in The City of New York has been appointed the Registrar and Paying Agent with respect to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Indenture. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

The interest rate borne by this Note will be determined as follows:

(iii) If the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as an “Inverse Floating Rate

“Money Market Yield” shall be the yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield =	D x 360	x100
	360 - (D x M)	x100

“Bond Equivalent Yield” shall be the yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield =		D x N x 100
		360 - (D x M)

compared to the Optional Payment Currency and as to tax considerations associated with an investment in the Dual Currency Notes will be set forth in the applicable pricing supplement.

Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

So long as this Note shall be outstanding, the Company will cause to be maintained an office or agency for the payment of the Principal of and premium, if any, and

interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment of said Principal, premium, if any, and interest at such place or places (subject to applicable laws and regulations) as the Company may decide. So long as there shall be any such agency, the Company shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.

As used herein:

also include any day on which the TransEuropean Real-Time Gross Settlement Express Transfer (TARGET) System is in place;

(v) all other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common

TEN ENT-as tenants by the entireties

JT TEN-as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT- (Custodian) (Minor)

Under Uniform Gifts to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

	attorney to
transfer such Note on the books of the Company, with full power of substitution in the premises.

			Signature:


Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT

(Please print or typewrite name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining principal amount of this Note.

			Signature:


Dated:
			NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

SCHEDULE OF EXCHANGES OF SUBORDINATED MEDIUM-TERM NOTES

(FLOATING RATE)

The following exchanges of a part of this Registered Global Security have been made:

Date of Exchange	Amount of Decrease in Principal Amount of this Registered Global Security	Amount of Increase in Principal Amount of this Registered Global Security	Principal Amount of this Registered Global Security Following Such Decrease (or Increase)	Signature of Authorized Officer of Trustee