F-3ASR

As filed with the Securities and Exchange Commission on May 16, 2011

Registration No.  333-       

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Credit Suisse Group AG

(Exact Name of Registrant as Specified in Its Charter)

Canton of Zurich, Switzerland
(State or Other Jurisdiction of Incorporation or Organization)

98-0215385
(I.R.S.  Employer Identification No.)

Paradeplatz 8
CH-8001 Zurich, Switzerland
+41 44 212 1616
(Address and telephone number of Registrant’s principal executive offices)

Credit Suisse Group (Guernsey) I Limited

(Exact Name of Registrant as Specified in Its Charter)

Island of Guernsey
(State or Other Jurisdiction of Incorporation or Organization)

98-0691265(I.R.S.  Employer Identification No.)

Helvetia Court
South Esplanade
St.  Peter Port
Guernsey GYI 3WF, Channel Islands
+44 1481 719 088
(Address and telephone number of Registrant’s principal executive offices)

Credit Suisse Group (Guernsey) III Limited

(Exact Name of Registrant as Specified in Its Charter)

Island of Guernsey
(State or Other Jurisdiction of Incorporation or Organization)

98-0702123
(I.R.S.  Employer Identification No.)

Helvetia Court
South Esplanade
St.  Peter Port
Guernsey GYI 3WF, Channel Islands
+44 1481 719 088
(Address and telephone number of Registrant’s principal executive offices)

D.  Neil Radey
General Counsel
Credit Suisse (USA), Inc.
Eleven Madison Avenue
New York, New York 10010
(212) 325-2000
(Name, address and telephone number of agent for service)

Copies to:

Romeo Cerutti
General Counsel
Credit Suisse Group AG
Paradeplatz 8
CH-8001 Zurich, Switzerland
+41 44 212 1616

Alan L. Beller
Craig B. Brod
Michael J. Volkovitsch
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000 Kris F. Heinzelman
David Mercado
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
(212) 474-3700 One Ropemaker Street City of London EC2Y 9HR United Kingdom +44 020 7453 1000 René Bösch
Homburger AG
Weinbergstrasse 56-58
CH 8006 Zurich, Switzerland
+41 43 222 10 00

Graham Hall
Carey Olsen
Carey House

Les Banques
St.  Peter Port
Guernsey GY1 4BZ
+44 (0) 1481 727272

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a registration statement pursuant to General Instruction I.C.  or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C.  filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) I Limited	—	—	—	—
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) III Limited	—	—	—	—
Shares, with a par value of CHF 0.04, of Credit Suisse Group AG(3)	—	—	—	—
Senior or Subordinated Guarantees of Credit Suisse Group AG in connection with the Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) I Limited(4)	—	—	—	—
Senior or Subordinated Guarantees of Credit Suisse Group AG in connection with the Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) III Limited(4)	—	—	—	—

(1)An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be offered at indeterminable prices.  Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are represented by American depositary shares.  No filing fee is payable in respect of the guarantees as no separate consideration will be paid or received in respect of such guarantees.  In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrants are deferring payment of all of the registration fee.

(2)This Registration Statement also includes an indeterminate amount of securities of the classes specified above that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by and through affiliates of the Registrants, including Credit Suisse Securities (USA) LLC.  These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold under this Registration Statement.

(3)The Shares are being registered in connection with issuances from time to time of Shares upon conversion or exchange of (i) Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) I Limited or Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) III Limited registered hereunder or (ii) other securities with terms similar to the Senior or Subordinated Exchangeable or Convertible Debt Securities issued in transactions exempt from registration under the Securities Act of 1933.  A separate registration statement on Form F-6 (No.  333-13926) has been used for the registration of American depositary shares evidenced by the American depositary receipts issuable upon deposit of the Shares registered hereby.

(4)In connection with the guarantees, Credit Suisse Group AG may act through its head office or any one of its branches.  No separate consideration will be received for the guarantees of Credit Suisse Group AG in connection with the Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) I Limited or the Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities of Credit Suisse Group (Guernsey) III Limited.

Credit Suisse Group (Guernsey) I Limited
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities

Credit Suisse Group (Guernsey) III Limited
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities

Credit Suisse Group AG
Guarantees

Credit Suisse Group (Guernsey) I Limited or Credit Suisse Group (Guernsey) III Limited may from time to time offer to sell senior or subordinated guaranteed exchangeable or convertible debt securities, convertible or exchangeable into shares or American depositary shares, as specified in the applicable prospectus supplement, of Credit Suisse Group AG, which we refer to as “Convertible Securities.”  Such Convertible Securities will be fully and unconditionally guaranteed by Credit Suisse Group AG.

Credit Suisse Group AG, acting through its head office or any one of its branches, may from time to time offer to sell senior or subordinated guarantees of Convertible Securities in conjunction with the issuance and sale of the Convertible Securities issued by Credit Suisse Group (Guernsey) I Limited or Credit Suisse Group (Guernsey) III Limited.

We will provide the specific terms of these securities in supplements to this prospectus.  You should read this prospectus and any supplement carefully before you invest.  We will not use this prospectus to issue any securities unless it is attached to a prospectus supplement.

Unless we state otherwise in a prospectus supplement, we will list these securities on a securities exchange, as described in the applicable prospectus supplement.

These securities may be offered directly or to or through underwriters, agents or dealers, including Credit Suisse Securities (USA) LLC, an affiliate of Credit Suisse Group AG, Credit Suisse Group (Guernsey) I Limited and Credit Suisse Group (Guernsey) III Limited.  Because of this relationship, Credit Suisse Securities (USA) LLC would have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. If Credit Suisse Securities (USA) LLC or our other U.S.-registered broker-dealer subsidiaries or affiliates participate in the distribution of the Convertible Securities, we will conduct the offering in accordance with the applicable provisions of FINRA Rule 5121. See “Plan of Distribution—Conflicts of Interest.”  The names of any other underwriters, agents or dealers will be included in a supplement to this prospectus.

Investing in the Convertible Securities involves risks.  We may include specific risk factors in an applicable prospectus supplement under the heading “Risk Factors.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete.  Any representation to the contrary is a criminal offense.

The Convertible Securities of Credit Suisse Group (Guernsey) I Limited and its affiliates or Credit Suisse Group (Guernsey) III Limited and its affiliates are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland, the Bailiwick of Guernsey or any other jurisdiction. Unless otherwise provided in the applicable prospectus supplement, the Convertible Securities will not have the benefit of any agency or governmental guarantee.

Our registered shares are listed on the SIX Swiss Exchange under the symbol “CSGN” and, in the form of American depositary shares, on the New York Stock Exchange under the symbol “CS.”  The last reported sale price of our common stock on May 13, 2011 was CHF 37.00 and the last reported sale price of our American depositary shares on May 13, 2011 was USD 41.36.

Any of our broker-dealer subsidiaries or affiliates, including Credit Suisse Securities (USA) LLC, may use this prospectus and our prospectus supplements in connection with offers and sales of the Convertible Securities and in connection with market-making transactions by and through our broker-dealer subsidiaries or affiliates, including Credit Suisse Securities (USA) LLC, at prices that relate to the prevailing market prices of the Convertible Securities at the time of the sale or otherwise.  Any of our broker-dealer subsidiaries and affiliates, including Credit Suisse Securities (USA) LLC, may act as principal or agent in these transactions.  None of our broker-dealer subsidiaries and affiliates has any obligation to make a market in any of our offered securities and may discontinue any market-making activities at any time without notice, at its sole discretion.

Credit Suisse

The date of this prospectus is May 16, 2011.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS	1
WHERE YOU CAN FIND MORE INFORMATION	1
FORWARD-LOOKING STATEMENTS	2
USE OF PROCEEDS	5
RATIO OF EARNINGS TO FIXED CHARGES	6
CAPITALIZATION AND INDEBTEDNESS	7
CREDIT SUISSE GROUP AG	7
THE FINANCE SUBSIDIARIES	7
DESCRIPTION OF CONVERTIBLE SECURITIES	9
SPECIAL PROVISIONS RELATING TO CONVERTIBLE SECURITIES DENOMINATED IN A FOREIGN CURRENCY	24
FOREIGN CURRENCY RISKS	26
DESCRIPTION OF SHARES	27
ERISA	31
TAXATION	32
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)	41
MARKET-MAKING ACTIVITIES	46
LEGAL MATTERS	46
EXPERTS	46

WE ARE RESPONSIBLE FOR THE INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS.  AT THE DATE OF THIS PROSPECTUS, WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION, AND WE TAKE NO RESPONSIBILITY FOR ANY OTHER INFORMATION OTHERS MAY GIVE YOU. WE ARE NOT MAKING AN OFFER OF THE CONVERTIBLE SECURITIES OR SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS DOCUMENT.

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ABOUT THIS PROSPECTUS

In this prospectus, the term “finance subsidiary” refers to Credit Suisse Group (Guernsey) I Limited or Credit Suisse Group (Guernsey) III Limited, as the context may require, each of which is a Guernsey incorporated non-cellular company limited by shares, which may issue Convertible Securities fully and unconditionally guaranteed by Credit Suisse Group AG.  Credit Suisse Group (Guernsey) I Limited and Credit Suisse Group (Guernsey) III Limited are each wholly-owned subsidiaries of Credit Suisse Group AG.  Credit Suisse Group AG will fully and unconditionally guarantee any Convertible Securities issued by each of the finance subsidiaries pursuant to this registration statement.  There are various legal and regulatory requirements, including the satisfaction of a solvency test under Guernsey law, applicable to some of Credit Suisse Group AG’s subsidiaries that limit their ability to pay dividends or distributions and make loans and advances to Credit Suisse Group AG.

Credit Suisse Group AG does not expect the finance subsidiaries to file reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, with the Securities and Exchange Commission, or the “SEC.”

The terms “Credit Suisse Group,” “we,” “our,” and “us” refer to Credit Suisse Group AG and, unless the context requires otherwise, will include the finance subsidiaries and our other subsidiaries.

Credit Suisse Group’s consolidated financial statements, which are incorporated by reference into this prospectus, have been prepared in accordance with accounting principles generally accepted in the United States of America, which we refer to as U.S. GAAP.  Credit Suisse Group’s financial statements are denominated in Swiss francs, the legal tender of Switzerland.  When we refer to “CHF,” we mean Swiss francs.  When we refer to “USD” or “$,” we mean U.S. dollars.

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC using a “shelf” registration process.  Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings.  This prospectus provides you with a general description of the securities we may offer.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.  You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

Credit Suisse Group is a holding company for financial services companies and is domiciled in Switzerland.  Many of its directors and executive officers (as well as certain directors, managers and executive officers of the finance subsidiaries), and certain experts named in this prospectus, are resident outside the United States, and all or a substantial portion of their assets and the assets of such persons are located outside the United States.  As a result, it may be difficult for you to serve legal process on Credit Suisse Group or its directors and executive officers (as well as certain directors, managers and executive officers of the finance subsidiaries) or have any of them appear in a U.S. court.  We have been advised by Homburger AG, Swiss counsel to Credit Suisse Group, and Carey Olsen, Guernsey counsel to the finance subsidiaries, that due to the lack of reciprocal enforcement legislation between Switzerland, the Bailiwick of Guernsey and the United States, there is doubt as to enforceability in Switzerland and Guernsey, as applicable, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely on the federal securities laws of the United States.

WHERE YOU CAN FIND MORE INFORMATION

Credit Suisse Group files periodic reports and other information with the SEC.  You may read and copy any document Credit Suisse Group files at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  In addition, the SEC maintains an Internet site at http://www.sec.gov that contains information regarding issuers that file electronically with the SEC.  Reports and other information concerning the business of Credit Suisse

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Group may also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005.

The SEC allows Credit Suisse Group to “incorporate by reference” the information it files with the SEC, which means that Credit Suisse Group can disclose important information to you by referring you to those documents.  The information incorporated by reference is an important part of this prospectus, and information that Credit Suisse Group files later with the SEC and which is incorporated by reference will automatically update and supersede this information.

Credit Suisse Group incorporates by reference into the registration statement of which this prospectus forms a part the documents listed below and any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, which will be incorporated by reference until it sells all of the securities described in this prospectus.  Credit Suisse Group’s reports on Form 6-K filed with the SEC after the date of this prospectus (or portions thereof) are incorporated by reference in this prospectus only to the extent that the reports expressly state such reports are filed (and not furnished) with the SEC.  Credit Suisse Group hereby incorporates by reference the following:

·its annual report on Form 20-F for the year ended December 31, 2010;

·its report on Form 6-K dated April 27, 2011, which contains unaudited consolidated interim financial information for Credit Suisse Group for the three months ended March 31, 2011;

·its report on Form 6-K dated May 4, 2011; and

·its report on Form 6-K dated May 10, 2011.

You may request a copy of these filings, at no cost, by writing or telephoning Credit Suisse Group at its principal executive office at the following address:

Credit Suisse Group AG
Paradeplatz 8
CH-8001 Zurich, Switzerland
Attention: Investor Relations
+41 44 212 1616

Internet: http://www.credit-suisse.com/investors/en/index.html

We are not incorporating the contents of the website into this prospectus.

We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part.  You should read the exhibits carefully for provisions that may be important to you.

FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the information incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934.  You should not place undue reliance on these statements.  In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements.  Such forward-looking statements may include, without limitation, statements relating to the following:

·our plans, objectives or goals;

·our future economic performance or prospects;

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·the potential effect on our future performance of certain contingencies; and

·assumptions underlying any such statements.

Words such as “believes,” “anticipates,” “expects,” “intends” and “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  We do not intend to update these forward-looking statements except as may be required by applicable securities laws.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved.  We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.  These factors include:

·the ability to maintain sufficient liquidity and to access capital markets;

·market and interest rate fluctuations and interest rate levels;

·the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular the risk of continued slow economic recovery in the U.S. or other developed countries in 2011 and beyond;

·the direct and indirect impacts of continuing deterioration or slow recovery in residential and commercial real estate markets;

·adverse rating actions by credit rating agencies in respect of sovereign issuers, structured credit products or other credit-related exposures;

·the ability of counterparties to meet their obligations to us;

·the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations;

·political and social developments, including war, civil unrest or terrorist activity;

·the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;

·operational factors such as systems failure, human error or the failure to implement procedures properly;

·actions taken by regulators with respect to our business and practices in one or more of the countries in which we conduct our operations;

·the effects of changes in laws, regulations or accounting policies or practices;

·competition in geographic and business areas in which we conduct our operations;

·the ability to retain and recruit qualified personnel;

·the ability to maintain our reputation and promote our brand;

·the ability to increase market share and control expenses;

·technological changes;

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·the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;

·acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets;

·the adverse resolution of litigation and other contingencies;

·the ability to achieve our cost efficiency goals and cost targets; and

·our success at managing the risks involved in the foregoing.

We caution you that the foregoing list of important factors is not exclusive.  When evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, as well as the risk factors and other information set forth in Credit Suisse Group’s annual report on Form 20-F for the year ended December 31, 2010, and subsequent annual reports on Form 20-F filed by Credit Suisse Group with the SEC; Credit Suisse Group’s reports on Form 6-K filed with the SEC; and the risk factors relating to Credit Suisse Group, a particular security offered by this prospectus or a particular offering discussed in the applicable prospectus supplement.

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USE OF PROCEEDS

Unless we tell you otherwise in a prospectus supplement, we will use the net proceeds from the sale of the securities described in this prospectus by Credit Suisse Group or the relevant finance subsidiary for investments in capital instruments issued by Credit Suisse Group or any of its subsidiaries, and for general corporate purposes. With the exception of certain situations described in more detail in the applicable prospectus supplement, the net proceeds will be applied exclusively outside Switzerland unless Swiss fiscal laws allow such usage in Switzerland without triggering Swiss withholding taxes on interest payments on debt instruments.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth Credit Suisse Group’s ratio of earnings to fixed charges for the periods indicated:

	Quarter Ended	Year Ended December 31,
	March 13, 2011	2010	2009	2008		2007	2006
Ratio of Earnings to Fixed Charges(1)
Credit Suisse Group	1.42	1.33	1.44	0.70	(2)	1.16	1.24

(1)For purposes of calculating the ratio of earnings to fixed charges, earnings consist of profit/loss from continuing operations before taxes, extraordinary items, cumulative effect of changes in accounting principles and minority interests less income from investments in associates plus fixed charges.  Fixed charges for these purposes consist of (a) interest expense, (b) a portion of premises and real estate expenses, deemed representative of the interest factor and (c) preferred dividend requirements in connection with preferred securities of subsidiaries.

(2)The deficiency in the coverage of fixed charges by earnings before fixed charges was CHF 12,201 million for the year ended December 31, 2008.

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CAPITALIZATION AND INDEBTEDNESS

The table below shows the consolidated capitalization and indebtedness of Credit Suisse Group as of December 31, 2010.  You should read this table along with our consolidated financial statements and other financial information, which are included in the documents incorporated by reference in this prospectus.

	As of March 31, 2011
	(in CHF millions)
Debt:
Short-term borrowings	23,023
Long-term borrowings	175,877
All other liabilities	774,280
Total liabilities	973,180
Equity:
Shareholder’s Equity:
Common shares	48
Additional paid-in capital	22,565
Retained earnings	26,455
Treasury shares, at cost	0
Accumulated other comprehensive income/(loss)	(15,011	)
Total shareholder’s equity	34,057
Noncontrolling interests	9,231
Total equity	43,288
Total capitalization and indebtedness	1,016,468

CREDIT SUISSE GROUP AG

Credit Suisse Group is a holding company for financial services companies and is domiciled in Switzerland.  Its activities are operated and managed in three reporting segments: Investment Banking, Private Banking and Asset Management.

Credit Suisse Group is a publicly held corporation and its registered shares are listed on the SIX Swiss Exchange and, in the form of American depositary shares, on the New York Stock Exchange.  Credit Suisse Group’s registered head office is located at Paradeplatz 8, CH-8001 Zurich, Switzerland, and its telephone number is +41-44-212-1616.

Credit Suisse Group, Guernsey branch, was established in 1986 and is a vehicle for various funding activities of Credit Suisse Group.  The Guernsey branch exists as part of Credit Suisse Group and is not a separate legal entity, although it has independent status for certain tax and Guernsey regulatory purposes.  The Guernsey branch is located at Helvetia Court, South Esplanade, St.  Peter Port, Guernsey, Channel Islands, GY1 3WF, and its telephone number is +44-1481-724-605.

Credit Suisse Group may act through its Guernsey branch in connection with the Convertible Securities as described in this prospectus and the applicable prospectus supplement.

THE FINANCE SUBSIDIARIES

General

Credit Suisse Group (Guernsey) I Limited (registration number 52976) and Credit Suisse Group (Guernsey) III Limited (registration number 52978) are each Guernsey incorporated non-cellular companies limited by shares.  Credit Suisse Group (Guernsey) I Limited and Credit Suisse Group (Guernsey) III Limited were both incorporated on January 28, 2011 in Guernsey and each will continue in existence until it is removed from the Register of

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Companies in accordance with Guernsey law.  The registered office of the finance subsidiaries is located at Helvetia Court, South Esplanade, St. Peter Port, Guernsey GY1 3WF, Channel Islands. The telephone number is +44 1481 719088.

The finance subsidiaries are both wholly-owned by Credit Suisse Group.  Each finance subsidiary exists for the purpose of issuing debt securities, the proceeds of which will be advanced to, or otherwise invested in, subsidiaries or affiliates of Credit Suisse Group.  Accordingly, the finance subsidiaries are dependent on Credit Suisse Group and other members of the Group servicing these advances.  Unless stated otherwise in the applicable prospectus supplement, Credit Suisse Group will fully and unconditionally guarantee, on a senior or subordinated basis, the guaranteed Convertible Securities issued by each finance subsidiary as to payment of principal, premium, if any, interest and any other amounts due, as well as the delivery of shares or, at our option, American depositary shares.

The share capital of Credit Suisse Group (Guernsey) I Limited is an unlimited number of shares of no par value which may be issued as ordinary shares.  The issued share capital of Credit Suisse Group (Guernsey) I Limited is U.S.$170,000 divided into 170,000 fully paid up ordinary shares with an issue price of U.S.$1 each.

The share capital of Credit Suisse Group (Guernsey) III Limited is an unlimited number of shares of no par value which may be issued as ordinary shares.  The issued share capital of Credit Suisse Group (Guernsey) III Limited is U.S.$50,000 divided into 50,000 fully paid up ordinary shares with an issue price of U.S.$1 each.

Management

The directors of Credit Suisse Group (Guernsey) I Limited and Credit Suisse Group (Guernsey) III Limited are as follows:

Name	Position	Principal Activities outside CSG Guernsey
Roy McGregor	Director	Chief Executive Officer, Credit Suisse (Guernsey) Ltd
Kenneth Wallbridge	Director	Head of Operations, Credit Suisse (Guernsey) Ltd
Kim Fox-Moertl	Director	Head of Capital Management, Credit Suisse
Roger Rimann	Director	Treasurer, Credit Suisse (Guernsey) Ltd
Anthony Le Conte	Director	Head of New Business, Credit Suisse (Guernsey) Ltd

The service address of the directors is Helvetia Court, South Esplanade, St. Peter Port, Guernsey GY1 3WF, Channel Islands. There are no conflicts of interest between the private interests or other duties of the directors listed above and their duties to each finance subsidiary.

Dividends and Distributions

Neither finance subsidiary has paid any dividends nor made any distributions as those terms are defined under the Companies (Guernsey) Law, 2008 (as amended) since its incorporation.  To the extent that a dividend may be declared or a distribution may be made, it will be paid subject to a solvency test in compliance with the Companies (Guernsey) Law, 2008 (as amended).

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Assets and Liabilities

Other than in connection with the $2,000,000,000 7.875%. Tier 2 Buffer Capital Notes due 2041 issued by Credit Suisse Group (Guernsey) I Limited, neither finance subsidiary has acquired any assets nor incurred any loan capital or other borrowings or indebtedness or any contingent liabilities since its formation.

Auditors

The finance subsidiaries’ independent auditors are KPMG Audit Plc, 1 Canada Square, London, E14 5AG, United Kingdom.

The finance subsidiaries were incorporated on January 28, 2011 and have not yet prepared any accounts. Each finance subsidiaries’ accounting reference date is December 31 and its first accounts are expected to be prepared in accordance with International Financing Reporting Standards (IFRS) as at, and for the period ended, December 31, 2011.  Each finance subsidiary expects to produce annual audited financial statements in accordance with IFRS.

The finance subsidiaries do not have an audit committee.  As subsidiaries of Credit Suisse Group, each finance subsidiary complies with Credit Suisse Group’s overall corporate governance regime.

Business Purpose

Each finance subsidiary’s business purpose is unrestricted and is set out in its respective Memorandum of Incorporation each of which has been filed as an Exhibit to the Registration Statement of which this prospectus forms a part.

DESCRIPTION OF CONVERTIBLE SECURITIES

This section describes the general terms that will apply to any Convertible Securities that may be offered pursuant to this prospectus by either or both of the finance subsidiaries.  In this prospectus, the term “Issuer” refers, individually or severally, as applicable, to Credit Suisse Group (Guernsey) I Limited or Credit Suisse Group (Guernsey) III Limited, as set forth in the applicable prospectus supplement.  The specific terms of the offered Convertible Securities, and the extent to which the general terms described in this section apply to the Convertible Securities, will be described in the applicable prospectus supplement at the time of the offer.

General

As used in this prospectus, “Convertible Securities” means the senior or subordinated guaranteed exchangeable or convertible debt securities convertible into shares or American depositary shares of Credit Suisse Group that the relevant finance subsidiary issues and that Credit Suisse Group fully and unconditionally guarantees on a senior or subordinated basis (as described below under “—Credit Suisse Group Guarantees”) and, in each case, the trustee authenticates and delivers under the applicable indenture.

Convertible Securities will be issued in one or more series under the applicable indenture and supplements thereto among the relevant finance subsidiary, Credit Suisse Group and HSBC Bank USA, N.A., as trustee.  Each indenture is governed by English law, except that the provisions relating to the status and degree of subordination of the Convertible Securities and the guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the finance subsidiaries, and the laws of Switzerland, in the case of Credit Suisse Group and except that with respect to those provisions of the Trust Indenture Act that are included or deemed to be included in the applicable indenture or that are deemed by the Trust Indenture Act to be part of and to govern the applicable indenture, the Trust Indenture Act shall govern.

This prospectus briefly outlines the provisions of the indentures.  Additional terms of the applicable indentures, including any supplements thereto, may be outlined in a supplement to this prospectus.  The terms of the indentures will include both those stated in the applicable indenture and those made part of the applicable indenture

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by the Trust Indenture Act.  Each indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part, and you should read the applicable indenture for provisions that may be important to you.

The indentures do not contain any covenants or other provisions designed to protect holders of the Convertible Securities against a reduction in the creditworthiness of Credit Suisse Group or the relevant finance subsidiary in the event of a highly leveraged transaction or that would prohibit other transactions that might adversely affect holders of the Convertible Securities, including a change in control of Credit Suisse Group or the relevant finance subsidiary.

Credit Suisse Group is a holding company and depends upon the earnings and cash flow of its subsidiaries to meet its obligations under the guarantees.  Since the creditors of any of its subsidiaries would generally have a right to receive payment that is superior to Credit Suisse Group’s right to receive payment from the assets of that subsidiary, payments to holders under the guarantees, if any, will be effectively subordinated to creditors of Credit Suisse Group’s subsidiaries.  In addition, there are various legal and regulatory requirements, including the satisfaction of a solvency test under Guernsey law, applicable to some of Credit Suisse Group’s subsidiaries that limit their ability to pay dividends and distributions and make loans and advances to Credit Suisse Group.

Issuances in Series

The indentures do not limit the amount of debt that may be issued.  The Convertible Securities may be issued in one or more series with the same or various maturities, at a price of 100% of their principal amount or at a premium or a discount.  Not all Convertible Securities of any one series need be issued at the same time and, unless otherwise provided, any series may be reopened for issuances of additional Convertible Securities of that series.  The Convertible Securities will not be secured by any property or assets of the finance subsidiaries or Credit Suisse Group.

The terms of any authorized series of Convertible Securities will be described in a prospectus supplement.  These terms may include:

·whether the Convertible Securities will be issued by Credit Suisse Group (Guernsey) I Limited or Credit Suisse Group (Guernsey) III Limited;

·the designation of the Convertible Securities of a series, which shall distinguish the Convertible Securities of that series from the Convertible Securities of all other series;

·under what conditions, if any, Credit Suisse Group may be substituted as Issuer of the Convertible Securities of the series;

·any limit on the aggregate principal amount of the Convertible Securities that may be authenticated or delivered;

·the place or places where principal of, and any interest on, the Convertible Securities shall be payable, where the Convertible Securities may be surrendered for exchange or conversion, if applicable, and where notices, demands to or upon the Issuer in respect of the Convertible Securities may be served and notice to holders may be published;

·the terms on which holders of the Convertible Securities may or are required to convert or exchange these securities into or for shares or, at our option, American depositary shares, of Credit Suisse Group and any specific terms relating to the conversion or exchange feature;

·whether the Convertible Securities qualify as Tier 1 capital or Tier 2 capital;

·the total principal amount of the Convertible Securities;

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·the date or dates on which principal will be payable and whether the Convertible Securities will be payable on demand by the holders on any date;

·whether the Convertible Securities of the series or any portion thereof will be issuable as registered securities (and if so, whether such Convertible Securities will be issuable as registered global securities) or unregistered securities (with or without coupons), or any combination of the following, any restrictions applicable to the offer, sale or delivery of unregistered securities or the payment of interest thereon and , if other than as provided herein, the terms upon which unregistered securities may be exchanged for registered securities of such series and vice versa;

·whether and under what circumstances the Issuer will pay additional amounts on the Convertible Securities in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Convertible Securities rather than pay such additional amounts;

·if the Convertible Securities are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Convertible Security of such series);

·the subordination provisions, if any, applicable to the Convertible Securities;

·the subordination provisions, if any, applicable to the guarantees of the Convertible Securities;

·the manner in which payments of principal, premium or interest will be calculated and whether any Convertible Security bears a fixed rate of interest or bears a floating rate of interest, including whether any Convertible Security is a regular floating rate note, a floating rate/fixed rate note or an inverse floating rate note (each as described below);

·provisions, if any, for the defeasance of the Convertible Securities;

·the interest payment dates;

·any applicable events of default, whether of the Issuer or Credit Suisse Group as guarantor, and whether related to senior or subordinated Convertible Securities, including acceleration provisions and covenant defaults;

·any covenants applicable to the series;

·whether any sinking fund is required;

·whether and under what circumstances the Convertible Securities of a series will be issued as original issue discount securities, and if other than the principal amount, the portion of the principal amount of Convertible Securities of a series which shall be payable upon declaration of acceleration of the maturity thereof;

·optional or mandatory redemption terms;

·authorized denominations, if other than $2,000 and integral multiples of $1,000 in excess thereof;

·the currency in which the Convertible Securities will be denominated or principal, premium or interest will be payable, if other than U.S. dollars;

·whether the Convertible Securities are to be issued as individual certificates to each holder or in the form of global certificates held by a depositary on behalf of holders;

·information describing any book-entry features;

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·the terms of redemption and repurchase, if any;

·the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, transfer agents or registrars for any series; and

·any other terms consistent with the above.

The prospectus supplement relating to any series of Convertible Securities may also include, if applicable, a discussion of certain U.S. federal income tax considerations and considerations under the Employee Retirement Income Security Act of 1974, as amended, or ERISA.

Interest and Interest Rates

Each series of Convertible Securities that bears interest will bear interest from its date of issue or from the most recent date to which interest on that series of Convertible Securities has been paid or duly provided for, at the fixed or floating rate specified in the series of Convertible Securities, until the principal amount has been paid or made available for payment or the Convertible Securities have been cancelled.  Interest will be payable on each interest payment date and at maturity or on redemption, repurchase, conversion or exchange, if any.  Unless otherwise provided in the applicable prospectus supplement, in the event that the maturity date of any series of Convertible Securities is not a business day, principal and interest payable at maturity will be paid on the next succeeding business day with the same effect as if that following business day were the date on which the payment were due, and the Issuer will not pay any additional interest as a result of the delay in payment except as otherwise provided in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, interest payments in respect of a series of Convertible Securities will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid with respect to the applicable series of Convertible Securities) to but excluding the related interest payment date, maturity date or redemption or repurchase date, if any, as the case may be.

Interest will be payable to the person in whose name a Convertible Security is registered at the close of business on the regular record date next preceding the related interest payment date, except that:

·if the Issuer fails to pay the interest due on an interest payment date, the defaulted interest will be paid to the person in whose name the Convertible Security is registered at the close of business on the record date the Issuer will establish for the payment of defaulted interest; and

·interest payable at maturity, redemption or repurchase will be payable to the person to whom principal shall be payable.

The first payment of interest on any Convertible Securities originally issued between a regular record date and an interest payment date will be made on the interest payment date following the next succeeding regular record date to the registered owner on such next succeeding regular record date.

The prospectus supplement relating to the issuance of a particular series of Convertible Securities may also provide that the interest rate for such series will be automatically reset after any one or more reset dates specified therein.

Fixed Rate Notes

Each fixed rate Convertible Security, which we refer to as a fixed rate note, will bear interest at the annual rate specified in the applicable prospectus supplement.  The interest payment dates for fixed rate notes will be specified in the applicable prospectus supplement and, unless specified in the applicable prospectus supplement, the regular record dates will be the fifteenth calendar day (whether or not a business day) prior to each interest payment date.  Unless otherwise specified in the applicable prospectus supplement, interest on fixed rate notes will be computed and paid on the basis of a 360-day

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year of twelve 30-day months.  In the event that any date for any payment on any fixed rate note is not a business day, payment of interest, premium, if any, or principal otherwise payable on such fixed rate note will be made on the next succeeding business day.  The Issuer will not pay any additional interest as a result of the delay in payment.

Floating Rate Notes

Unless otherwise specified in an applicable prospectus supplement, each floating rate Convertible Security, which we refer to as a floating rate note, will be issued as described below.  Each applicable prospectus supplement will specify certain terms with respect to which such floating rate note is being delivered, including:

·whether the floating rate note is a regular floating rate note, an inverse floating rate note or a floating rate/fixed rate note (if not specified, the floating rate note will be a regular floating rate note);

·the interest rate basis or bases;

·initial interest rate;

·interest reset dates;

·interest reset period;

·interest payment dates;

·index maturity, if any;

·maximum interest rate and minimum interest rate, if any;

·the spread and/or spread multiplier, if any; and

·if one or more of the specified interest rate bases is LIBOR, the index currency, if any.

Unless otherwise specified in the applicable prospectus supplement, each regular record date for a floating rate note will be the fifteenth calendar day (whether or not a business day) prior to each interest payment date.

The interest rate borne by the floating rate notes will be determined as follows:

·Unless a floating rate note is a floating rate/fixed rate note or an inverse floating rate note, the floating rate note will be a regular floating rate note and, except as described below or in an applicable prospectus supplement, will bear interest at the rate determined by reference to the applicable interest rate basis or bases:

·plus or minus the applicable spread, if any; and/or

·multiplied by the applicable spread multiplier, if any.

Unless otherwise specified in the applicable prospectus supplement, commencing on the initial interest reset date, the rate at which interest on such regular floating rate note will be payable will be reset as of each interest reset date; provided, however, that the interest rate in effect for the period from the original issue date to the initial interest reset date will be the initial interest rate.

If a floating rate note is a floating rate/fixed rate note, then, except as described below or in an applicable prospectus supplement, the floating rate/fixed rate note will initially bear interest at the rate determined by reference to the applicable interest rate basis or bases:

·plus or minus the applicable spread, if any; and/or

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·multiplied by the applicable spread multiplier, if any.

Commencing on the initial interest reset date, the rate at which interest on the floating rate/fixed rate note will be payable shall be reset as of each interest reset date, except that:

·the interest rate in effect for the period from the original issue date to the initial interest reset date will be the initial interest rate; and

·the interest rate in effect commencing on, and including, the fixed rate commencement date (as specified in the applicable prospectus supplement) to the maturity date will be the fixed interest rate specified in the applicable prospectus supplement, or if no fixed interest rate is so specified and the floating rate/fixed rate note is still outstanding on the fixed rate commencement date, the interest rate in effect on the floating rate/fixed rate note on the day immediately preceding the fixed rate commencement date.

If a floating rate note is an inverse floating rate note, then, except as described below or in an applicable prospectus supplement, the inverse floating rate note will bear interest equal to the fixed interest rate specified in the applicable prospectus supplement:

·minus the rate determined by reference to the interest rate basis or bases;

·plus or minus the applicable spread, if any; and/or

·multiplied by the applicable spread multiplier, if any.

Unless otherwise specified in the applicable prospectus supplement, the interest rate on an inverse floating rate note will not be less than zero.  Commencing on the initial interest reset date, the rate at which interest on such inverse floating rate note is payable will be reset as of each interest reset date; provided, however, that the interest rate in effect for the period from the original issue date to the initial interest reset date will be the initial interest rate.

Unless otherwise provided in the applicable prospectus supplement, each interest rate basis will be the rate determined in accordance with the applicable provisions below.  Except as set forth above or in the applicable prospectus supplement, the interest rate in effect on each day will be:

·if such day is an interest reset date, the interest rate as determined on the interest determination date immediately preceding such interest reset date; or

·if such day is not an interest reset date, the interest rate determined on the interest determination date immediately preceding the next preceding interest reset date.

The “spread” is the number of basis points to be added to, or subtracted from, the related interest rate basis or bases applicable to a floating rate note.  The “spread multiplier” is the percentage of the related interest rate basis or bases applicable to a floating rate note by which such interest rate basis or bases will be multiplied to determine the applicable interest rate on such floating rate note.  The “index maturity” is the period to maturity of the instrument or obligation with respect to which the interest rate basis or bases will be calculated. The “index currency” means the currency (including currency units and composite currencies) specified in the applicable prospectus supplement as the currency with respect to which LIBOR will be calculated. If no currency is specified in the applicable prospectus supplement, the index currency will be U.S. dollars.

Each applicable prospectus supplement will specify whether the rate of interest on the related floating rate note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or such other specified interest reset period and the dates on which such interest rate will be reset.

The term “business day” means, unless otherwise specified in the applicable prospectus supplement, any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or

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obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich, or in the Bailiwick of Guernsey.

Unless otherwise specified in the applicable prospectus supplement, if any interest payment date for any floating rate note (other than the maturity date, but including any redemption date or repurchase date) would otherwise be a day that is not a business day, that interest payment date or redemption date or repurchase date will be the next succeeding day that is a business day and interest shall accrue to, and be payable on, such following business day, except that if a floating rate note is a LIBOR note and if the next business day falls in the next succeeding calendar month, the interest payment date or redemption date or repurchase date will be the immediately preceding business day and interest shall accrue to, and be payable on, such preceding business day.  If the maturity date of a floating rate note falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding business day, and we will not pay any additional interest for the period from and after the maturity date.

All percentages resulting from any calculation on floating rate notes will be to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

Unless otherwise provided for in the applicable prospectus supplement, HSBC Bank USA, N.A. will be the calculation agent and for each interest reset date will determine the interest rate with respect to any floating rate note as described below.  The calculation agent will notify the Issuer, the paying agent and the trustee of each determination of the interest rate applicable to a floating rate note promptly after such determination is made.  The calculation agent will, upon the request of the holder of any floating rate note, provide the interest rate then in effect and, if determined, the interest rate which will become effective as a result of a determination made with respect to the most recent interest determination date relating to such floating rate note.  Unless otherwise specified in the applicable prospectus supplement, the “calculation date,” where applicable, pertaining to any interest determination date will be the earlier of (a) the tenth calendar day after that interest determination date or, if such day is not a business day, the next succeeding business day or (b) the business day preceding the applicable interest payment date or maturity date, as the case may be.

Redemption, Substitution, Variation, Repurchase and Conversion

Redemption at the Option of the Issuer

If so provided in the accompanying prospectus supplement, and subject, in certain instances, to the prior approval of Credit Suisse Group’s primary regulator in Switzerland, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, the Issuer may redeem the Convertible Securities of any series in whole or from time to time in part prior to maturity on notice given at least 30 calendar days and not more than 60 calendar days prior to the date fixed for redemption upon the terms and subject to the conditions set forth in the accompanying prospectus supplement.  The notice of redemption of Convertible Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s or Credit Suisse Group’s request, by the Trustee in the name and at the expense of the Issuer or Credit Suisse Group; provided, however, that the Issuer or Credit Suisse Group shall have delivered to the Trustee, at least 45 calendar days prior to the date of redemption (or such shorter period as may be acceptable to the Trustee), an officers’ certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.  If notice of redemption has been given as provided herein, the Convertible Securities or portions of Convertible Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption.  By applicable redemption price, we mean the price specified in the redemption notice as calculated pursuant to the accompanying prospectus supplement.

Redemption upon the Occurrence of Certain Events

Unless otherwise provided in the accompanying prospectus supplement, and subject, in certain instances, to the prior approval of FINMA, upon the occurrence of certain triggering events specified in the accompanying prospectus supplement (which may include, but shall not be limited to, regulatory events, takeover events, taxation

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events or capital events), the Issuer may, in accordance with the provisions of the accompanying prospectus supplement, redeem all, but not some only, of the Convertible Securities of any series, together with any accrued but unpaid interest to (but excluding) the relevant redemption date.

Notwithstanding anything herein to the contrary, the Issuer may not give notice of redemption in cash of the Convertible Securities of any series if mandatory conversion of the Convertible Securities of such series has been triggered as described in the applicable prospectus supplement.

If so provided by the accompanying prospectus supplement, the Issuer may redeem all, but not some only, of the Convertible Securities of a series at its option at any time on giving not less than 30 calendar days nor more than 60 calendar days notice, at the redemption price set forth in the accompanying prospectus supplement, together with accrued interest to (but excluding) the relevant redemption date, if it has or will (or Credit Suisse Group would, if required to pay under the Guarantee) become obligated to pay additional amounts on such series of Convertible Securities, as described in the accompanying prospectus supplement, as a result of certain changes in, or amendments to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey.

Repurchase at the Option of the Holders

Unless otherwise provided in the accompanying prospectus supplement, holders of the Convertible Securities may not require the Issuer to repurchase a series of Convertible Securities prior to maturity.

Subject to the prior approval of FINMA, the Issuer or Credit Suisse Group (or any subsidiary of Credit Suisse Group) may at any time purchase or procure others to purchase beneficially for its account Convertible Securities in any manner and at any price.

Substitution or Variation of Terms

Subject, in certain circumstances, to the prior approval of FINMA, upon the occurrence of certain triggering events (which may include, but shall not be limited to, regulatory events, takeover events, tax events and capital events) and in accordance with the provisions specified in the accompanying prospectus supplement, the Issuer may, without any requirement for the consent or approval of the holders of the Convertible Securities or the Trustee, either substitute all, but not some only, of the Convertible Securities of a series for another series of Convertible Securities, or vary the terms of all, but not some only, of the Convertible Securities, in order to meet or continue to meet certain regulatory requirements; provided that the right of any holder of Convertible Securities to receive payment of the principal of, and interest on, any Convertible Security on or after the respective due dates for such payment, or the right of any holder to institute suit for the enforcement of any such payment on or after such respective dates, or certain other rights of a holder as described in the applicable prospectus supplement shall not be impaired or affected without the consent of such holder.  In connection with any substitution or variation, the Issuer shall comply with the rules of any stock exchange, if any, on which the Convertible Securities are for the time being listed or admitted to trading.

The notice of substitution or variation of Convertible Securities of any series to be substituted or varied at the option of the Issuer shall be given by the Issuer or, at the Issuer’s or Credit Suisse Group’s request, by the Trustee in the name and at the expense of the Issuer or Credit Suisse Group by mailing notice of such substitution or variation to holders of Convertible Securities at least 30 calendar days and not more than 60 calendar days prior to the date fixed for such substitution or variation; provided, however, that the Issuer or Credit Suisse Group shall have delivered to the Trustee, at least 45 calendar days prior to the date of substitution or variation (or such shorter period as may be acceptable to the Trustee), an officers’ certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.

Substitution of the Issuer

Substitution at the Option of the Issuer.  The Issuer may at any time, without the consent of the holders or the Trustee, and on the terms and subject to the conditions, if any, set forth in the accompanying prospectus supplement, substitute Credit Suisse Group for itself as principal obligor under the Convertible Securities of a series,

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provided that no payment in respect of the Convertible Securities of such series is at the relevant time overdue.  In order to give effect to such substitution, the Issuer shall give no more than 30 calendar days nor less than 10 calendar days notice of the substitution date to the Trustee and the holders of such Convertible Securities.  With effect from the substitution date, Credit Suisse Group will, without the need for the amendment of existing, or the entry into of additional, documentation, be substituted as, and assume all of the obligations of the Issuer as, principal obligor under the Convertible Securities of such series.

Substitution upon a Reorganization.  In the event of a reorganization or similar proceeding involving the interposition of a limited liability company between the shareholders of Credit Suisse Group immediately prior to such reorganization, and Credit Suisse Group, as set forth in the accompanying prospectus supplement, without the consent of holders or the Trustee, the Issuer shall, and shall cause Credit Suisse Group to, enter into such agreements and arrangements and make such amendments to the terms of the Convertible Securities and the Guarantee as are necessary to ensure that following such reorganization or similar proceeding, the Convertible Securities shall be convertible into ordinary shares of the newly formed company as provided in the accompanying prospectus supplement.  Upon the occurrence of such a reorganization or similar proceeding, the other obligations of the Issuer under the Convertible Securities and/or Credit Suisse Group under the Guarantee shall be unaffected.

Conversion

Subject, in certain circumstances, to the prior approval of FINMA, upon the occurrence of certain triggering events specified in the accompanying prospectus supplement (which may include, but shall not be limited to, certain regulatory events or certain capital events), at any time while the Convertible Securities are outstanding, the Convertible Securities of a series shall, upon the terms and subject to the conditions set forth in the accompanying prospectus supplement, be redeemed in whole, but not in part, and settled by the delivery of new fully paid shares or American depositary shares, as specified in the accompanying prospectus supplement, to a reputable independent financial institution, trust company or similar entity to be appointed by the Issuer (the “Settlement Shares Depository”) on behalf of the holders on the date specified therefor in the accompanying prospectus supplement.  Receipt by the Settlement Shares Depository of the shares or, if so provided in the accompanying prospectus supplement, American depositary shares, shall be a good and complete discharge of the Issuer’s obligations in respect of the Convertible Securities and those of Credit Suisse Group under the Guarantee.

Following the occurrence of a triggering event but prior to the delivery of shares or American depositary shares (as applicable) to the Settlement Shares Depository, holders shall have recourse only to the Issuer or, in accordance with, and under the provisions of, the Guarantee, to Credit Suisse Group, for the issue and delivery of shares or American depositary shares (as applicable) to the Settlement Shares Depository.  After such delivery to the Settlement Shares Depository, holders shall have recourse only to the Settlement Shares Depository for the delivery to them of such shares or American depositary shares, as applicable.

Upon conversion, the Issuer shall, or shall cause Credit Suisse Group to, pay to the holders of the Convertible Securities any interest accrued up to (but excluding) the date of conversion in respect of the Convertible Securities.

Credit Suisse Group Guarantees

Unless otherwise specified in the applicable prospectus supplement, any Convertible Securities issued by any finance subsidiary will be fully and unconditionally guaranteed by Credit Suisse Group.  Whether the guarantees of the Convertible Securities will be senior or subordinated under the terms of any guarantees will be set forth in the applicable prospectus supplement.  If, for any reason, the Issuer does not make any required payment of principal, premium, if any, of, and interest, if any, on the Convertible Securities when due, whether on the normal due date, on acceleration, redemption or otherwise, Credit Suisse Group will cause the payment to be made to, or to the order of, the trustee.  The holder of a guaranteed Convertible Security will be entitled to payment under the guarantee of Credit Suisse Group without taking any action whatsoever against the relevant finance subsidiary.  As specified in the applicable prospectus supplement, Credit Suisse Group will fully and unconditionally guarantee the delivery of Credit Suisse Group’s shares, or American depositary shares, if applicable, or any monetary claim in respect thereof, in each case according to the terms thereof and of the indenture, the applicable indenture supplement, and the applicable prospectus supplement.

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Payment and Transfer

Unless otherwise provided for in the applicable prospectus supplement, the Convertible Securities will be issued only as registered securities, which means that the name of the holder will be entered in a register that will be kept by the trustee or another agent appointed by the Issuer.  Unless stated otherwise in a prospectus supplement, and except as described under “—Book-Entry System” below, principal and interest payments will be made at the office of the paying agent or agents named in the prospectus supplement or by check mailed to you at your address as it appears in the register.

Unless other procedures are described in a prospectus supplement, and except as described under “—Book-Entry System” below, you will be able to transfer registered Convertible Securities at the office of the transfer agent or agents named in the prospectus supplement.  You may also exchange registered Convertible Securities at the office of the transfer agent for an equal aggregate principal amount of registered Convertible Securities of the same series having the same maturity date, interest rate and other terms as long as the Convertible Securities are issued in authorized denominations.

Neither the Issuer nor the trustee will impose any service charge for any transfer or exchange of a Convertible Security.  The Issuer may, however, ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of Convertible Securities.

Book-Entry System

Convertible Securities may be issued under a book-entry system in the form of one or more global securities.  The global securities will be registered in the name of a depositary or its nominee and deposited with that depositary or its custodian.  Unless stated otherwise in the prospectus supplement, The Depository Trust Company, New York, New York, or DTC, will be the depositary if a depositary is used.

Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the Convertible Securities upon the Issuer’s instructions.  Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities.  Since the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global security, the Issuer, the guarantor (if applicable) and the trustee will treat the depositary as the sole owner or holder of the Convertible Securities for purposes of the applicable indenture.  Therefore, except as set forth below, you will not be entitled to have Convertible Securities registered in your name or to receive physical delivery of certificates representing the Convertible Securities.  Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the applicable indenture.  We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

Unless stated otherwise in an applicable prospectus supplement, you may elect to hold interests in the global securities through either DTC (in the United States) or Clearstream Banking, société anonyme, which we refer to as Clearstream, Luxembourg, or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, which we refer to as Euroclear (outside of the United States), if you are participants of such systems, or indirectly through organizations which are participants in such systems.  Interests held through Clearstream, Luxembourg and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream, Luxembourg and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants’ customers’ securities accounts.

As long as the Convertible Securities of a series are represented by global securities, the Issuer will pay principal of and interest and premium on those securities to, or as directed by, DTC as the registered holder of the global securities.  Payments to DTC will be in immediately available funds by wire transfer.  DTC, Clearstream,

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Luxembourg or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date.  Neither the Issuer nor the trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants.  If an issue of Convertible Securities is denominated in a currency other than the U.S. dollar, the Issuer will make payments of principal and any interest in the foreign currency in which the Convertible Securities are denominated or in U.S. dollars.  DTC has elected to have all payments of principal and interest paid in U.S. dollars unless notified by any of its participants through which an interest in the Convertible Securities is held that it elects, in accordance with, and to the extent permitted by, the applicable supplement and the relevant Convertible Security, to receive payment of principal or interest in the foreign currency.  On or prior to the third business day after the record date for payment of interest and 12 days prior to the date for payment of principal, a participant will be required to notify DTC of (a) its election to receive all, or the specified portion, of payment in the foreign currency and (b) its instructions for wire transfer of payment to a foreign currency account.

DTC, Clearstream, Luxembourg and Euroclear have, respectively, advised us as follows:

·As to DTC:  DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.  DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates.  DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC.  Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

·As to Clearstream, Luxembourg:  Clearstream, Luxembourg has advised us that it was incorporated as a limited liability company under Luxembourg law.  Clearstream, Luxembourg is owned by Cedel International, société anonyme, and Deutsche Börse AG.  The shareholders of these two entities are banks, securities dealers and financial institutions.

Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thus eliminating the need for physical movement of certificates.  Transactions may be settled by Clearstream, Luxembourg in many currencies, including U.S. dollars.  Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities, securities lending and borrowing.  Clearstream, Luxembourg also deals with domestic securities markets in over 30 countries through established depository and custodial relationships.  Clearstream, Luxembourg interfaces with domestic markets in a number of countries.  Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank S.A./N.V., the operator of Euroclear, or the Euroclear operator, to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear.

As a registered bank in Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector.  Clearstream, Luxembourg customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.  In the United States, Clearstream, Luxembourg customers are limited to securities brokers and dealers and banks, and may

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include any underwriters or agents for the Convertible Securities.  Other institutions that maintain a custodial relationship with a Clearstream, Luxembourg customer may obtain indirect access to Clearstream, Luxembourg.  Clearstream, Luxembourg is an indirect participant in DTC.

Distributions with respect to the Convertible Securities held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream, Luxembourg.

·As to Euroclear:  Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneous transfers of securities and cash.  Transactions may now be settled in many currencies, including U.S. dollars and Japanese Yen.  Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below.

Euroclear is operated by the Euroclear operator, under contract with Euroclear plc, a U.K. corporation.  The Euroclear operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not Euroclear plc.  Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants.  Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the Convertible Securities.  Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.  Euroclear is an indirect participant in DTC.

The Euroclear operator is a Belgian bank.  The Belgian Banking Commission and the National Bank of Belgium regulate and examine the Euroclear operator.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear operator.  Specifically, these terms and conditions govern:

·transfers of securities and cash within Euroclear;

·withdrawal of securities and cash from Euroclear; and

·receipt of payments with respect to securities in Euroclear.

All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.  The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding securities through Euroclear participants.

Distributions with respect to Convertible Securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear Terms and Conditions, to the extent received by the Euroclear operator.

Global certificates generally are not transferable.  Physical certificates will be issued to beneficial owners of a global security if:

·the depositary notifies the Issuer that it is unwilling or unable to continue as depositary and the Issuer does not appoint a successor within 90 days;

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·the depositary ceases to be a clearing agency registered under the Exchange Act and the Issuer does not appoint a successor within 90 days;

·the Issuer decides in its sole discretion (subject to the procedures of the depositary) that it does not want to have the Convertible Securities of the applicable series represented by global certificates; or

·an event of default has occurred with regard to those Convertible Securities and has not been cured or waived.

If any of the events described in the preceding paragraph occurs, the Issuer will issue definitive securities in certificated form in an amount equal to a holder’s beneficial interest in the Convertible Securities.  Unless otherwise specified in the applicable prospectus supplement, definitive securities will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, and will be registered in the name of the person DTC specifies in a written instruction to the registrar of the Convertible Securities.

In the event definitive securities are issued:

·holders of definitive securities will be able to receive payments of principal and interest on their Convertible Securities at the office of the Issuer’s paying agent maintained in the Borough of Manhattan;

·holders of definitive securities will be able to transfer their Convertible Securities, in whole or in part, by surrendering the Convertible Securities for registration of transfer at the office of HSBC Bank USA, N.A., the trustee under the applicable indenture.  The Issuer will not charge any fee for the registration or transfer or exchange, except that it may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the registration, transfer or exchange; and

·any moneys the Issuer pays to its paying agents for the payment of principal and interest on the Convertible Securities which remain unclaimed at the second anniversary of the date such payment was due will be returned to the Issuer, and thereafter holders of definitive securities may look only to the Issuer, as general unsecured creditors, for payment, provided, however that the paying agents must first publish notice in an authorized newspaper that such money remains unclaimed.

Global Clearance and Settlement Procedures

You will be required to make your initial payment for the Convertible Securities in immediately available funds.  Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System, or any successor thereto.  Secondary market trading between Clearstream, Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by a U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time).  The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving Convertible Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.  Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

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Because of time-zone differences, credits of Convertible Securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date.  Such credits or any transactions in such Convertible Securities settled during such processing will be reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on such business day.  Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of Convertible Securities by or through a Clearstream, Luxembourg customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Convertible Securities among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Modification of the Indentures; Substitution or Variation of Terms; Substitution of Issuer

In general, rights and obligations of the relevant finance subsidiary, Credit Suisse Group and the holders under each applicable indenture may be modified if the holders of a majority in aggregate principal amount of the outstanding Convertible Securities of each series affected by the modification consent to such modification.  In addition, the applicable prospectus supplement may provide that the Issuer may, subject to certain conditions, at its option, and without the consent or approval of the holders of the Convertible Securities, either substitute or vary the terms of all (but not some only) of the Convertible Securities, the related guarantee and the applicable indenture as it considers necessary or desirable in order to meet or continue to meet certain regulatory requirements.  Similarly, the applicable prospectus supplement may provide that, in the event that any series of Convertible Securities is issued by a finance subsidiary, Credit Suisse Group may at any time, subject to certain conditions, at its option and without the consent or approval of the holders of such series of Convertible Securities, be substituted as Issuer, whereupon the guarantee shall be terminated.  However, each indenture provides that (subject to certain limited exceptions), the right of any holder of any Convertible Security to receive payment of the principal of, and interest on, such Convertible Security, on or after the respective due dates expressed in such Convertible Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder.

However, other than in the circumstances mentioned above, if the relevant finance subsidiary, Credit Suisse Group and the trustee agree, the applicable indenture may be amended without notifying any holders or seeking their consent if the amendment does not materially and adversely affect any holder, including if Credit Suisse Group assumes the obligations of the relevant finance subsidiary in connection with a Convertible Security.

In particular, if the relevant finance subsidiary, Credit Suisse Group and the trustee agree, the applicable indenture may be amended without notifying any holders or seeking their consent to add a guarantee from a third party on any outstanding and future Convertible Security issued or to be issued under the applicable indenture.

Notwithstanding anything in this prospectus to the contrary, in the event that Credit Suisse Group is substituted as Issuer, Swiss law may require that certain mandatory provisions of Swiss law in relation to meetings of holders of Convertible Securities shall apply and prevail in the case of any conflict with the provisions outlined herein or in the applicable prospectus supplement.

Defeasance

The term defeasance means discharge from some or all of the obligations under the applicable indenture.  If the Issuer deposits with the trustee sufficient cash or government securities to pay the principal, interest, premium, if any, and any other sums due to the stated maturity date or a redemption date of the Convertible Securities of a particular series, then at the relevant Issuer’s option:

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(i)the Issuer and the guarantor will be discharged from their respective obligations with respect to the Convertible Securities of such series; or

(ii)the Issuer and the guarantor will no longer be under any obligation to comply with the restrictive covenants, if any, contained in the applicable indenture and any supplemental indenture with respect to the Convertible Securities of such series, and the events of default relating to failures to comply with covenants will no longer apply to them.

In the case of defeasance pursuant to (i) above, the holders of the Convertible Securities of the affected series will not be entitled to the benefits of the applicable indenture except for registration of transfer and exchange of such Convertible Securities and replacement of lost, stolen or mutilated Convertible Securities.  Instead, the holders will only be able to rely on the deposited funds or obligations for payment.

The Issuer must deliver to the trustee an officers’ certificate and an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the Convertible Securities to recognize income, gain or loss for U.S. federal income tax purposes and that the holders would be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.  In the case of a complete defeasance pursuant to (i) above, the Issuer may, in lieu of an opinion of counsel, deliver a ruling to such effect directed to the trustee received from the U.S. Internal Revenue Service if the Issuer and the guarantor are discharged from their respective obligations with respect to the Convertible Securities.

Covenants

The relevant finance subsidiary or Credit Suisse Group may be subject to additional covenants, including restrictive covenants in respect of a particular series of Convertible Securities or the related guarantee.  Such additional covenants will be set forth in the applicable prospectus supplement and, to the extent necessary, in the applicable supplemental indenture relating to that series of Convertible Securities.

Information Concerning the Trustee

HSBC Bank USA, N.A., with its corporate trust office at 10 East 40th Street, New York, New York 10016, will be the trustee.  The trustee will be required to perform only those duties that are specifically set forth in the applicable indenture, except when certain defaults have occurred and are continuing with respect to the Convertible Securities.  After certain defaults, the trustee must exercise the same degree of care that a prudent person would exercise under the circumstances in the conduct of her or his own affairs.  Subject to these requirements, the trustee will be under no obligation to exercise any of the powers vested in it by the applicable indenture at the request of any holder of Convertible Securities unless the holder offers the trustee reasonable indemnity against the costs, expenses and liabilities that might be incurred by exercising those powers.  The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any Officers’ Certificate, Opinion of Counsel (or both), resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons.  The Issuer is obliged to furnish to the Trustee annually a list of the names and addresses of the holders of registered securities.

HSBC Bank USA, N.A. has provided financial and other services to Credit Suisse Group and certain of its subsidiaries and affiliates in the past and may do so in the future as a part of its regular business.

Governing Law

The Convertible Securities and the indentures and any non-contractual obligations arising out of, or in connection with, them are governed by, and shall be construed in accordance with, the laws of England, save that the provisions relating to the status and degree of subordination of the Convertible Securities and the related guarantee shall be governed by the laws of the Island of Guernsey in the case of the finance subsidiaries and the laws of Switzerland in the case of Credit Suisse Group, and save that with respect to each of the indentures, such provisions of the Trust Indenture Act as are deemed to be part of and to govern the applicable indenture, shall govern such indenture.

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SPECIAL PROVISIONS RELATING TO CONVERTIBLE SECURITIES DENOMINATED IN A FOREIGN CURRENCY

Unless otherwise specified in the applicable prospectus supplement, the following additional provisions will apply to Convertible Securities denominated in a foreign currency.

Payment Currency

Unless otherwise indicated in the applicable prospectus supplement, you will be required to pay for Convertible Securities denominated in a foreign currency in the specified currency.  Currently, there are limited facilities in the United States for the conversion of U.S. dollars into foreign currencies.  Therefore, unless otherwise indicated in the applicable prospectus supplement, the exchange rate agent the Issuer appoints and identifies in the applicable prospectus supplement will arrange for the conversion of U.S. dollars into the specified currency on behalf of any purchaser of a Convertible Security denominated in a foreign currency to enable a prospective purchaser to deliver the specified currency in payment for a Convertible Security denominated in a foreign currency.  The exchange rate agent must receive a request for any conversion on or prior to the third business day preceding the date of delivery of the Convertible Security denominated in a foreign currency.  You must pay all costs of currency exchange.

Unless otherwise specified in the applicable prospectus supplement or unless the holder of a Convertible Security denominated in a foreign currency elects to receive payments in the specified currency, payments made by the Issuer of principal of, premium, if any, and interest, if any, on a Convertible Security denominated in a foreign currency will be made in U.S. dollars.  The U.S. dollar amount to be received by a holder will be based on the highest bid quotation in The City of New York received by 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 the specified currency for U.S. dollars for settlement on the payment date in the aggregate amount of the specified currency payable to the holders of Convertible Securities scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract.  If these bid quotations are not available, payments to holders will be made in the specified currency.

Unless otherwise specified in the applicable prospectus supplement, a holder of a Convertible Security denominated in a foreign currency may elect to receive payment in the specified currency for all payments and need not file a separate election for each payment, and such election will 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 repurchase 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 a Convertible Security, the election may thereafter be revoked so long as the paying agent is notified of the revocation within the time period set forth above.

Banks in the United States offer non-U.S. dollar-denominated checking or savings account facilities in the United States only on a limited basis.  Accordingly, unless otherwise indicated in the applicable prospectus supplement, payments of principal of, premium, if any, and interest, if any, on, Convertible Securities denominated in a foreign currency to be made in a specified currency other than U.S. dollars will be made to an account at a bank outside the United States, unless alternative arrangements are made.

If a specified currency (other than the U.S. dollar) in which a Convertible Security is denominated or payable: (a) ceases to be recognized by the government of the country which issued such currency or for the settlement of transactions by public institutions of or within the international banking community, (b) is a currency unit and such currency unit ceases to be used for the purposes for which it was established, or (c) is not available to the Issuer for making payments due to the imposition of exchange controls or other circumstances beyond its control, in each such case, as determined in good faith by the Issuer, then with respect to each date for the payment of principal of and interest, if any, on a Convertible Security denominated or payable in such specified currency occurring after the last date on which such specified currency was so used, which we refer to as the conversion date, the U.S. dollar or such foreign currency or currency unit as may be specified by the Issuer, which we refer to as the substitute currency, will become the currency of payment for use on each such payment date (but such specified

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currency will, at the Issuer’s election, resume being the currency of payment on the first such payment date preceded by 15 business days during which the circumstances which gave rise to the change of currency no longer prevail, in each case, as determined in good faith by the Issuer).  The substitute currency amount to be paid by the Issuer to the trustee and by the trustee or any paying agent to the holder of a Convertible Security with respect to such payment date will be the currency equivalent or currency unit equivalent (each as defined below) of the specified currency as determined by the exchange rate agent (which determination will be delivered in writing to the trustee not later than the fifth business day prior to the applicable payment date) as of the conversion date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 business days before such payment date.  We refer to such conversion date or date preceding a payment date as aforesaid as the valuation date.  Any payment in a substitute currency under the circumstances described above will not constitute an event of default under the applicable indenture or the Convertible Securities.

The “currency equivalent” will be determined by the exchange rate agent as of each valuation date and will be obtained by converting the specified currency (unless the specified currency is a currency unit) into the substitute currency at the market exchange rate (as defined below) on the valuation date.

The “currency unit equivalent” will be determined by the exchange rate agent as of each valuation date and will be the sum obtained by adding together the results obtained by converting the specified amount of each initial component currency into the substitute currency at the market exchange rate on the valuation date for such component currency.

“Component currency” means any currency which, on the conversion date, was a component currency of the relevant currency unit.

“Market exchange rate” means, 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.  If such rates are not available for any reason with respect to one or more currencies or currency units for which an exchange rate is required, the exchange rate agent will use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency or currency unit in question, or such other quotations as the exchange rate agent will deem appropriate.  Unless otherwise specified by the exchange rate agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit will be that upon which a non-resident issuer of securities designated in such currency or currency unit would, as determined in its sole discretion and without liability on the part of the exchange rate agent, purchase such currency or currency unit in order to make payments in respect of such securities.

“Specified amount” of a component currency means the number of units (including decimals) which such component currency represented in the relevant currency unit, on the conversion date or the valuation date or the last date the currency unit was so used, whichever is later.  If after such date the official unit of any component currency is altered by way of combination or subdivision, the specified amount of such component currency will be divided or multiplied in the same proportion.  If after such date two or more component currencies are consolidated into a single currency, the respective specified amounts of such component currencies will be replaced by an amount in such single currency equal to the sum of the respective specified amounts of such consolidated component currencies expressed in such single currency, and such amount will thereafter be a specified amount and such single currency will thereafter be a component currency.  If after such date any component currency will be divided into two or more currencies, the specified amount of such component currency will be replaced by specified amounts of such two or more currencies, the sum of which, at the market exchange rate of such two or more currencies on the date of such replacement, will be equal to the specified amount of such former component currency and such amounts will thereafter be specified amounts and such currencies will thereafter be component currencies.

All determinations referred to above made by the Issuer or its agents will be at its or their sole discretion and will, in the absence of manifest error, be conclusive for all purposes and binding on you.

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Specific information about the currency, currency unit or composite currency in which a particular Convertible Security denominated in a foreign currency is denominated, including historical exchange rates and a description of the currency and any exchange controls, will be set forth in the applicable prospectus supplement.  The information therein concerning exchange rates is furnished as a matter of information only and should not be regarded as indicative of the range of, or trends in, fluctuations in currency exchange rates that may occur in the future.

Minimum Denominations, Restrictions on Maturities, Repayment and Redemption

Convertible Securities denominated in specified currencies other than U.S. dollars will have the minimum denominations and will be subject to the restrictions on maturities, repayment and redemption that are set forth in the applicable prospectus supplement.  Any other restrictions applicable to Convertible Securities denominated in specified currencies other than U.S. dollars, including restrictions related to the distribution of such Convertible Securities, will be set forth in the applicable prospectus supplement.

FOREIGN CURRENCY RISKS

This prospectus does not and any applicable prospectus supplement will not describe all of the possible risks of an investment in Convertible Securities whose payment will be made in, or affected by the value of, a foreign currency or a composite currency.  You should not invest in Convertible Securities denominated in a foreign currency if you are not knowledgeable about foreign currency and indexed transactions.  You should consult your own financial and legal advisors about such risks as such risks may change from time to time.

We are providing the following information for the benefit of U.S. residents.  If you are not a U.S. resident, you should consult your own financial and legal advisors before investing in any Convertible Securities.

Exchange Rates and Exchange Controls

A series of Convertible Securities denominated in, or affected by the value of, a currency other than U.S. dollars has additional risks that do not exist for U.S. dollar denominated Convertible Securities.  The most important risks are (a) possible changes in exchange rates between the U.S. dollar and the specified currency after the issuance of the Convertible Securities resulting from market changes in rates or from the official redenomination or revaluation of the specified currency and (b) imposition or modification of foreign exchange controls by either the U.S. government or foreign governments.  Such risks generally depend on economic events, political events and the supply of, and demand for, the relevant currencies, over which we have no control.

Exchange rates have fluctuated greatly in recent years and are likely to continue to fluctuate in the future.  These fluctuations are caused by economic forces as well as political factors.  However, you cannot predict future fluctuations based on past exchange rates.  If the foreign currency decreases in value relative to the U.S. dollar, the yield on a Convertible Security denominated in a foreign currency for a U.S. investor will be less than the coupon rate and you may lose money at maturity if you sell such Convertible Security.

Governments often impose exchange controls which can affect exchange rates or the availability of the foreign currency to make payments of principal, premium, if any, and interest on the Convertible Securities.  We cannot assure you that exchange controls will not restrict or prohibit payments of principal, premium, if any, or interest denominated in any specified currency.

Even if there are no actual exchange controls, it is possible that the specified currency would not be available to the Issuer when payments on the Convertible Securities are due because of circumstances beyond its control.  If the specified foreign currency is not available, the Issuer will make the required payments in U.S. dollars on the basis of the market exchange rate on the date of such payment, or if such rate of exchange is not then available, on the basis of the market exchange rate as of a recent date.  We refer you to “Special Provisions Relating to Convertible Securities Denominated in a Foreign Currency—Payment Currency.”  You should consult your own financial and legal advisors as to the risk of an investment in Convertible Securities denominated in a currency other than your home currency.

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Any applicable prospectus supplement relating to Convertible Securities having a specified currency other than U.S. dollars will contain a description of any material exchange controls affecting that currency and any other required information concerning the currency.

Foreign Currency Judgments

The Convertible Securities and the indentures and any non-contractual obligations arising out of, or in connection with, them are governed by, and shall be construed in accordance with, the laws of England, save that the provisions relating to the status and degree of subordination of the Convertible Securities and the related guarantee shall be governed by the laws of the Island of Guernsey in the case of the finance subsidiaries and the laws of Switzerland in the case of Credit Suisse Group, and save that with respect to the indenture, such provisions of the Trust Indenture Act as are deemed to be part of and to govern the applicable indenture, shall govern such indenture.  Courts in the United States customarily have not rendered judgments for money damages denominated in any currency other than the U.S. dollar.  A 1987 amendment to the Judiciary Law of New York State provides, however, that an action based upon an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation.  Accordingly, if you bring a lawsuit in a New York state court or in a federal court located in New York State for payment of a debt security denominated in a foreign currency, the court would award a judgment in the foreign currency and convert the judgment into U.S. dollars, on the date of the judgment.  U.S. courts located outside New York State would probably award a judgment in U.S. dollars but it is unclear what rate of exchange they would use.

Enforcement of claims or court judgments under Swiss debt collection or bankruptcy proceedings may only be made in Swiss francs.  Thus, the amount of any claim or court judgment denominated in a currency other than Swiss francs would be converted into Swiss francs at the rate obtained on (i) the date the enforcement proceedings are instituted or (ii) the date of the filing for the continuation of the bankruptcy procedure (Fortsetzungsbegehren), with respect to enforcing creditors, and at the rate obtained at the time of adjudication of bankruptcy (Konkurseröffnung), with respect to non-enforcing creditors.

DESCRIPTION OF SHARES

The following summary describes the material terms of the shares of common stock of Credit Suisse Group, par value CHF 0.04 per share, which we refer to as the shares.  A detailed description of the terms of the shares is incorporated by reference into this prospectus from Credit Suisse Group’s annual report on Form 20-F for the year ended December 31, 2010, filed with the SEC on March 25, 2011, which you may obtain as described under “Where You Can Find More Information.” We will issue shares, which may, at our option, be in the form of American depositary shares, under this prospectus and any applicable prospectus supplement in connection with the conversion or exchange of (i) Convertible Securities or (ii) securities with terms similar to the Convertible Securities issued in transactions exempt from registration under the Securities Act of 1933, as amended, that are convertible into or exchangeable for our shares.

As of March 31, 2011, we had fully paid and issued share capital of CHF 48,040,831, consisting of 1,201,020,793 registered shares (inclusive of 739,311treasury shares) with a par value of CHF 0.04 each. As of May 4, 2011, we had additional authorized share capital in the amount of CHF 4,000,000, authorizing the Board of Directors of Credit Suisse Group (the “Board of Directors”) to issue at any time until April 29, 2013 up to 100,000,000 registered shares to be fully paid in, with a nominal value of CHF 0.04 per share.

Additionally, as of May 4, 2011, we had conditional share capital in the amount of CHF 22,885,765.80, consisting of 572,144,145 registered shares with a par value of CHF 0.04 each.  Conditional share capital in the amount of CHF 20,000,000 through the issue of a maximum of 500,000,000 registered shares with a par value of CHF 0.04 pursuant to Article 26 of the Articles of Association is reserved for the purpose of increasing share capital through the conversion of bonds or other financial market instruments of Credit Suisse Group AG, or any of its affiliates, that allow for contingent compulsory conversion into the Company’s shares and that are issued in order to fulfill or maintain compliance with regulatory requirements of the Issuer and/or any of its affiliates (contingent convertible bonds), of which 400,000,000 registered shares are reserved for issuance upon conversion of the BCN (as defined below). Moreover, up to CHF 4,000,000 of the conditional capital pursuant to Article 26 of the Articles of Association shall also be available for share capital increases executed through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG or any of its affiliates (equity-related financial market instruments). Furthermore, our conditional share capital includes (i) CHF 2,684,161.96 through the issue of a maximum of 67,104,049 registered shares with a par value of CHF 0.04 reserved for employees and (ii) CHF 201,603.84 through the issue of a maximum of 5,040,096 shares reserved for the exercise of option rights granted to employees of all levels of Donaldson, Lufkin & Jenrette, Inc. (“DLJ”) and its group companies, which were rolled over in the merger of DLJ with an indirect, wholly-owned subsidiary of Credit Suisse Group.

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In February 2011, we entered into a definitive agreement to issue an aggregate of CHF 5.9 billion Tier 1 Buffer Capital Notes (“Tier 1 BCNs”) and we issued USD 2 billion 7.875% Tier 2 Buffer Capital Notes due 2041 (“Tier 2 BCNs” and, together with the Tier 1 BCNs, the “BCNs”).  The BCNs will be converted into our ordinary shares if our reported common equity tier 1 ratio falls below certain thresholds.  Our calculation of issued share capital and conditional share capital as of March 31, 2011 does not reflect a conversion of the BCNs which will have a dilutive effect on our currently outstanding ordinary shares.  For more information on the Tier 1 BCNs and the Tier 2 BCNs, please see “III — Treasury, Risk, Balance sheet and Off-balance sheet — Treasury management — Capital issuances” in our Annual Report on Form 20-F for the year ended December 31, 2010, which is incorporated by reference into this Registration Statement.

Shares issued as a result of the conversion of conditional capital and the corresponding increase in share capital are generally recorded only once a year, and this recording entails a revision of the Articles of Association and new registration of the total share capital in the Commercial Register. Credit Suisse Group’s Articles of Association were last revised on April 29, 2011 (but not regarding shares issued as a result of the conversion of conditional capital and the corresponding increase in share capital) and are included as an exhibit to this registration statement.

Our registered shares are listed on the SIX Swiss Exchange under the symbol “CSGN” and, in the form of American depositary shares, on the New York Stock Exchange under the symbol “CS.”  The last reported sale price of our common stock on May 13, 2011 was CHF 37.00 and the last reported sale price of our American depositary shares on May 13, 2011 was USD 41.36.

Shareholder Rights

Under Swiss law, dividends may be paid out only if and to the extent a corporation has distributable profits from previous business years, or if the free reserves of the corporation are sufficient to allow distribution of a dividend. In addition, at least 5% of the annual net profits must be retained and booked as general legal reserves for so long as these reserves amount to less than 20% of the paid-in share capital. Our reserves currently exceed this 20% threshold. In any event, dividends may be paid out only after approval of the shareholders. The Board of Directors may propose that a dividend be paid out, but cannot itself set the dividend. The auditors must confirm that the dividend proposal of the Board of Directors conforms to statutory law. In practice, the shareholders usually approve the dividend proposal of the Board of Directors. Dividends are usually due and payable after the shareholders’ resolution relating to the allocation of profits has been passed. Under Swiss law, the statute of limitations in respect of dividend payments is five years.

Voting and Transfer

There is no limitation under Swiss law or our Articles of Association on the right of non-Swiss residents or nationals to own or vote our shares.

Each share carries one vote at our shareholders’ meetings. Voting rights may be exercised only after a shareholder has been recorded in the share register as a shareholder with voting rights. Registration with voting rights is subject to certain restrictions that we describe below.

Our Articles of Association provide that we may elect not to print and deliver certificates in respect of registered shares. Shareholders may, however, request at any time that we print and deliver such certificates free of charge.

The transfer of shares is effected by corresponding entry in the books of a bank or other financial intermediary and notification of such transfer to us by the transferor, the bank or financial intermediary. The transfer of shares further requires that the purchaser file a share registration form to be registered in our share register as a

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shareholder. Failing such registration, the purchaser may not vote at, or participate in, shareholders’ meetings.  Pursuant to our Articles of Association, the transfer, or pledging as collateral, of shares by means of written assignment is not permitted.

A purchaser of shares will be recorded in the share register with voting rights upon disclosure of its name, citizenship and address, and upon confirmation that it acquired the shares in its own name for its own account. Any person not expressly stating in its application for registration that the relevant shares have been acquired for its own account, which person we refer to as a nominee, may be entered for a maximum of 2% of the total outstanding share capital with voting rights in the share register. In excess of this limit, registered shares held by a nominee will be granted voting rights only if such nominee discloses in writing the name, address and shareholding of any person for whose account it is holding 0.5% or more of the outstanding share capital.

Legal entities, partnerships or groups of joint owners or other groups in which individuals or legal entities are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated, as well as individuals, legal entities or partnerships that act in concert (especially as a syndicate) with intent to evade the limitation on voting rights are considered as one shareholder or nominee.

Each shareholder, whether registered in our share register or not, is entitled to receive the dividends approved by the shareholders. The same principle applies for capital repayments in the event of a reduction of the share capital, and for liquidation proceeds in the event we are dissolved or liquidated. Under Swiss law, a shareholder has no liability for capital calls, but is also not entitled to reclaim its capital contribution. Swiss law further requires us to apply the principle of equal treatment to all shareholders.

Pre-Emptive Rights

Our Articles of Association provide that the Board of Directors is authorized to exclude shareholders’ subscription rights (Bezugsrechte) in favor of third parties with regard to new registered shares issued out of authorized capital if such shares are used for (a) the acquisition of companies, segments of companies or participations in the banking, finance, asset management or insurance industries through an exchange of shares or (b) for financing/refinancing the acquisition of companies, segments of companies or participations in these industries, or new investment plans. Shareholders’ subscription rights relating to a maximum of 15,000,000 registered shares issued out of authorized capital are excluded in favor of Credit Suisse AG so that Credit Suisse AG can fulfill its obligation to deliver shares in Credit Suisse Group in accordance with the terms of the USD 3.5 billion 11% Tier 1 Capital Notes and CHF 2.5 billion 10% Tier 1 Capital Notes issued in October 2008. If commitments to service convertible bonds or bonds with warrants are assumed in connection with company takeovers or investment plans, the Board of Directors is authorized, for the purpose of fulfilling delivery commitments under such bonds, to issue new shares out of authorized capital excluding the subscription rights of shareholders.

Further, our Articles of Association provide that the shareholders’ subscription rights (Bezugsrechte) are excluded if new shares are issued out of our conditional share capital through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, or through compulsory conversion of contingent convertible bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, that allow for contingent compulsory conversion into shares of the Company. Holders of financial market instruments with conversion features and/or of warrants are entitled to subscribe to the new shares. The Board of Directors fixes the conversion/warrant conditions.

Additionally, our Articles of Association provide that when issuing contingent convertible bonds, the Board of Directors is authorized to exclude shareholders’ preferential subscription rights (Vorwegzeichnungsrechte) if these bonds are issued on the national or international capital markets (including private placements with selected strategic investors). If preferential subscription rights are restricted or excluded by resolution of the Board of Directors when contingent convertible bonds are issued: (i) the contingent convertible bonds must be issued at prevailing market conditions, (ii) the setting of the issue price of the new shares must take due account of the stock market price of the shares and/or comparable instruments priced by the market at the time of issue or time of conversion, and (iii) conditional conversion features may remain in place indefinitely.

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Furthermore, the Board of Directors is also authorized to exclude shareholders’ preferential subscription rights (Vorwegzeichnungsrechte) when other equity-related financial market instruments are issued provided these instruments are being issued to finance or refinance the acquisition of companies, parts of companies, participations or new investment projects, and/or if the instruments are issued on the national or international capital markets. If shareholders’ preferential subscription rights are restricted or excluded for such equity-related financial market instruments: (i) these equity-related financial market instruments must be issued at prevailing market conditions, (ii) the issue price of the new shares must be set at market conditions taking due account of the stock market price of the shares and/or comparable instruments priced by the market, and (iii) it should be possible to exercise the conversion rights for a maximum of fifteen years and to exercise warrants for a maximum of seven years from the relevant issue date.

Liquidation

Under Swiss law and our Articles of Association, we may be dissolved at any time by a shareholders’ resolution, which must be passed by (1) a representation at the meeting of at least half of the share capital, and (2) a supermajority of at least three-quarters of the votes cast at the meeting. Dissolution by court order is possible if we become bankrupt. Under Swiss law, any surplus arising out of liquidation (after the settlement of all claims of all creditors) is distributed to shareholders in proportion to the paid up par value of shares held.

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ERISA

ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, or the Code, impose certain restrictions on (a) employee benefit plans, including entities such as collective investment funds and separate accounts, that are subject to Title I of ERISA, (b) plans described in Section 4975(e)(1) of the Code, including individual retirement accounts and Keogh plans, subject to Section 4975 of the Code and (c) any entities whose underlying assets include “plan assets” by reason of the Plan Asset Regulation (as defined below) or otherwise.  Each of (a), (b) and (c) is herein referred to as a Plan.  ERISA also imposes certain duties on persons who are fiduciaries with respect to Plans subject to ERISA.  In accordance with ERISA’s general fiduciary requirements, a fiduciary with respect to any such Plan who is considering the purchase of securities on behalf of such Plan should determine whether such purchase is permitted under the governing plan documents and is prudent and appropriate for the Plan in view of its overall investment policy and the composition and diversification of its portfolio.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving Plans, and certain persons, referred to as “parties in interest” under ERISA or “disqualified persons” under the Code, having certain relationships with such Plans.  We and certain of our subsidiaries, controlling shareholders and other affiliates may each be considered a “party in interest” or “disqualified person” with respect to many Plans.  Prohibited transactions within the meaning of ERISA or the Code may arise, for example, if these securities are acquired by or with the assets of a Plan with respect to which one of these entities is a service provider, unless the securities are acquired pursuant to a statutory or an administrative exemption.

The acquisition of the securities may be eligible for one of the exemptions noted below if the acquisition:

·is made solely with the assets of a bank collective investment fund and satisfies the requirements and conditions of Prohibited Transaction Class Exemption, or PTCE, 91-38 issued by the Department of Labor;

·is made solely with assets of an insurance company pooled separate account and satisfies the requirements and conditions of PTCE 90-1 issued by the Department of Labor;

·is made solely with assets managed by a qualified professional asset manager and satisfies the requirements and conditions of PTCE 84-14 issued by the Department of Labor;

·is made solely with assets of an insurance company general account and satisfies the requirements and conditions of PTCE 95-60 issued by the Department of Labor;

·is made solely with assets managed by an in-house asset manager and satisfies the requirements and conditions of PTCE 96-23 issued by the Department of Labor; or

·is made by a Plan with respect to which the issuing entity is a party in interest solely by virtue of it being a service provider and the acquisition satisfies the requirements and conditions of Section 408(b) of ERISA.

Governmental plans and certain church plans, while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA or Section 4975 of the Code, may nevertheless be subject to local, state or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code.  Fiduciaries of any such plan should consult legal counsel before purchasing these securities.

Please consult the applicable prospectus supplement for further information with respect to a particular offering.  Depending upon the security offered, restrictions on purchase or transfer to, by or on behalf of a Plan may apply.

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TAXATION

United States Taxation

The following is a summary of material U.S. federal income tax considerations that may be relevant to a beneficial owner of the Convertible Securities. For purposes of this summary, a “U.S. holder” means a citizen or resident of the United States or a domestic corporation or a holder that is otherwise subject to U.S. federal income tax on a net income basis in respect of the Convertible Securities. A “Non-U.S. holder” means a holder that is not a U.S. holder. This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase the Convertible Securities. In particular, the summary deals only with holders that will acquire the Convertible Securities as part of the initial offering of the Convertible Securities and who will hold the Convertible Securities as capital assets, and do not hold other securities of the finance subsidiary.  It does not address the tax treatment of holders that may be subject to special tax rules, such as banks, insurance companies, dealers in securities or currencies, tax exempt entities, financial institutions, traders in securities that elect to use the mark-to-market method of accounting for their securities, persons subject to the alternative minimum tax, dealers in securities or currencies, partnerships that hold the Convertible Securities or partners therein, or persons that hedge their exposure in the Convertible Securities or will hold Convertible Securities as a position in a “straddle” or “conversion” transaction or as part of a “synthetic security” or other integrated financial transaction.

This discussion does not address U.S. state, local and non-U.S. tax consequences. You should consult your tax adviser with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of the Convertible Securities in your particular circumstances.

This discussion applies only to holders of registered Convertible Securities.  Convertible Securities in bearer form are not being offered to U.S. persons.  A U.S. holder who owns Convertible Securities in bearer form characterized as indebtedness may be subject to limitations under U.S. federal income tax laws, including the limitations provided in Sections 165(j) and 1287 of the Code. Prospective holders should consult their tax advisors with respect to the U.S. federal income tax consequences of investing in Convertible Securities in bearer form.

The U.S. federal income tax treatment of the Convertible Securities offered pursuant to this prospectus will depend on the specific terms of the Convertible Securities, and may depend on the nature of the assets held by the finance subsidiary. Additionally, special rules apply to foreign currency-denominated instruments.  The prospectus supplement applicable to a particular issue of Convertible Securities may add or modify information contained in this disclosure, depending on the specific terms of the Convertible Securities being offered, and on the assets held by the finance subsidiary at that time.

Characterization of the Convertible Securities

No statutory, judicial or administrative authority directly addresses the characterization of the Convertible Securities or instruments similar to the Convertible Securities for U.S. federal income tax purposes.  As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Convertible Securities are not certain.  We anticipate that the Convertible Securities will be treated as equity of the Issuer (whether the Issuer is the finance subsidiary or, as a result of a substitution, Credit Suisse Group AG) for U.S. federal income tax purposes. However, no assurance can be given that the U.S. Internal Revenue Service (the “IRS”) will not assert that the Convertible Securities should be treated in a different manner, for example as indebtedness for U.S. federal income tax purposes.  If the Convertible Securities were treated other than as equity of the Issuer for U.S. federal income tax purposes, the timing and character of income, gain and loss recognized by you could differ from the description herein. The following discussion assumes treatment of the Convertible Securities as equity of the Issuer for U.S. federal income tax purposes.

The tax treatment of any Convertible Securities that we believe should be characterized other than as equity of the Issuer for U.S. federal income tax purposes will be discussed in the applicable prospectus supplement.

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Characterization of the Finance Subsidiary

The finance subsidiary has made an election to be treated as a pass-through entity for U.S. federal income tax purposes.  Based on the assumption that Convertible Securities will be treated as equity interests in the finance subsidiary, holders of the Convertible Securities will be treated as partners in the finance subsidiary. A partnership generally is not itself subject to U.S. federal income tax, unless the partnership constitutes a publicly traded partnership taxable as a corporation.  Instead, each partner is required to take into account its allocable share of items of income, gain, loss, and deduction of the partnership in computing its U.S. federal income tax liability, regardless of whether distributions are made to the partner.  Such income will be treated as if it were realized by the partner directly from the same source from which it was realized by the partnership.  Accordingly, each U.S. holder will be required to include in gross income and expense its allocable share of the income and expense of the finance subsidiary in respect of the underlying assets.  U.S. holders who are individuals may be subject to limitations on their ability to deduct expenses of the finance subsidiary allocable to them. Under certain circumstances, the finance subsidiary may be required to file a U.S. partnership return on maturity or conversion of the Convertible Securities, and to provide Schedule K-1 forms to direct, and certain indirect, U.S. investors.

We anticipate that the finance subsidiary will not be treated as a publicly traded partnership taxable as a corporation.  The terms of the assets held by the finance subsidiary have not yet been determined.  It is anticipated that they will be instruments of a kind for which no statutory, judicial or administrative authority directly addresses the characterization for U.S. federal income tax purposes.  As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Convertible Securities may not be certain.  We anticipate however that we will treat the assets of the finance subsidiary as equity of Credit Suisse Group AG or a subsidiary thereof for U.S. federal income tax purposes, and the following discussion assumes such treatment. The prospectus supplement for an issuance of Convertible Securities will provide additional information on the U.S. federal income tax treatment of the finance subsidiary and the assets held by the finance subsidiary, to the extent relevant to the tax treatment of a U.S. holder of the Convertible Securities.

U.S. holders

Payments of Interest and Additional Amounts

In accordance with our expectation that the Convertible Securities will be treated as partnership interests in the finance subsidiary (as discussed above), payments of gross interest and additional amounts in respect of such Convertible Securities will constitute distributions of your distributable share of income generated by the relevant underlying assets held by the finance subsidiary.  Assuming such underlying assets will be securities that are characterized for U.S. federal income tax purposes as equity of Credit Suisse Group AG or a subsidiary thereof, the tax treatment of such income, which will consist of payments on these securities, is described in the three paragraphs below.  If, contrary to our expectations, the underlying assets held by the finance subsidiary do not qualify for treatment as equity of Credit Suisse Group AG or a subsidiary thereof, the prospectus supplement for an issuance of Convertible Securities will describe the U.S. federal income tax treatment of payments in respect of such Convertible Securities.

Subject to the discussion below under “Passive Foreign Investment Company Rules,” payments of gross interest and additional amounts in respect of securities which are characterized for U.S. federal income tax purposes as equity of Credit Suisse Group AG or a subsidiary thereof will constitute dividend income to the extent of current or accumulated earnings and profits of Credit Suisse Group AG or a subsidiary thereof (as applicable), as determined under U.S. federal income tax principles.  Payments of interest will be foreign source income and will not be eligible for the dividends-received deduction generally allowed to corporate U.S. holders.

To the extent, if any, that the amount of any payment of gross interest and additional amounts exceeds current and accumulated earnings and profits of Credit Suisse Group AG or a subsidiary thereof (as applicable), as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of capital to the extent of the finance subsidiary’s adjusted tax basis in the securities, and to the extent it exceeds the adjusted tax basis, it will be treated as capital gain.  Potential purchasers should note, however, that neither Credit Suisse Group AG nor any subsidiary thereof, will maintain calculations of its earnings and profits under U.S. federal income tax principles and therefore you should expect that the entire amount of a payment of interest will generally be characterized as dividend income to you.

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Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual prior to January 1, 2013 will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.”  The applicability of “qualified dividend” treatment to payments on these securities will be discussed in the applicable prospectus supplement.

The finance subsidiary may substitute Credit Suisse Group AG for itself as the Issuer of the Convertible Securities.  The discussion in the preceding three paragraphs of the tax treatment of payments made in respect of securities which are characterized for U.S. federal income tax purposes as equity of Credit Suisse Group AG or a subsidiary thereof applies equally to payments made in respect of such Convertible Securities.

Sale or Exchange of the Convertible Securities

Subject to the discussion below under “Passive Foreign Investment Company Rules,” upon the sale, exchange or other disposition of the Convertible Securities, a U.S. holder will generally recognize U.S source capital gain or loss. The amount of the gain or loss will equal the difference between the amount realized on the sale or exchange and the holder’s adjusted tax basis in the Convertible Securities. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder has held the Convertible Securities for more than one year. The deductibility of capital losses is subject to limitations.

Conversion of the Convertible Securities

Under the circumstances described above under “Description of Convertible Securities - Redemption, Substitution, Variation, Repurchase and Conversion - Conversion,” we will convert the Convertible Securities into common shares or American depositary shares (“ADSs”) of Credit Suisse Group AG.  In the case where the finance subsidiary is the Issuer of the Convertible Securities, and a U.S. holder realizes any loss on the conversion of Convertible Securities into common shares or ADSs of Credit Suisse Group AG, we believe such U.S. holder generally would not recognize such loss. In that case, the U.S. holder’s tax basis in the common shares or ADSs received upon conversion generally will equal its aggregate tax basis in the Convertible Securities converted, and the holding period of the common shares or ADSs received upon conversion may not include the period during which the U.S. holder held the Convertible Securities prior to the conversion.

If a U.S. holder realizes any gain on the conversion of Convertible Securities issued by the finance subsidiary for common shares or ADSs of Credit Suisse Group AG, the U.S. federal income tax treatment of the conversion is uncertain, but it is possible such U.S. holder would recognize such gain.  Such U.S. holders should consult their own tax advisors with respect to the tax consequences of such a conversion.

In the case where Credit Suisse Group AG has been substituted as the Issuer of the Convertible Securities, a U.S. holder will generally not recognize gain or loss on the conversion of Convertible Securities into common shares or ADSs of Credit Suisse Group AG.  The tax basis of the common shares or ADSs a U.S. holder will receive upon such conversion generally will equal its aggregate tax basis in the Convertible Securities converted.  The holding period of the common shares or ADSs a U.S. holder will receive upon conversion will generally include the period during which the U.S. holder held Convertible Securities after the substitution and prior to the conversion.

Dividends paid with respect to the common shares or ADSs a U.S. holder will receive upon conversion will be subject to the same tax treatment as described above in “Payments of Interest and Additional Amounts,” and a sale or other disposition of the common shares or ADSs will be subject to the same tax treatment as described above in “Sale or Exchange of the Convertible Securities,” except that a U.S. holder’s adjusted tax basis and holding period in the common shares or ADSs will be determined pursuant to the preceding paragraphs.

Substitution of Issuer

The U.S. federal income tax treatment of a substitution of Convertible Securities issued by the finance subsidiary for Convertible Securities issued by Credit Suisse Group AG is uncertain. Although the matter is not free from doubt, U.S. holders should recognize gain, if any, if Credit Suisse Group AG Convertible Securities are treated as differing materially in kind or extent from Convertible Securities issued by the finance subsidiary. Deductibility

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of loss, if any, may be limited pursuant to, among other things, the wash sale rules. U.S. holders should consult their own tax advisors with respect to the tax consequences of such a substitution.

Passive Foreign Investment Company Rules

Special U.S. federal income tax rules apply to U.S. persons owning shares of a “passive foreign investment company,” or PFIC. If Credit Suisse Group is treated as a PFIC for any year, U.S. holders of Convertible Securities, or common shares or ADSs received upon conversion, (together, the “CSG Equity Instruments”) may be subject to adverse tax consequences upon a sale, exchange or other disposition of the CSG Equity Instruments or upon the receipt of certain “excess distributions” in respect of the CSG Equity Instruments. Based on audited consolidated financial statements, we believe that Credit Suisse Group was not treated as a PFIC for U.S. federal income tax purposes with respect to the 2010 taxable year. In addition, based on the audited consolidated financial statements of Credit Suisse Group and our current expectations regarding the value and nature of its assets and the sources and nature of its income, we do not anticipate Credit Suisse Group becoming a PFIC for the 2011 taxable year.

Backup Withholding and Information Reporting

Payments of interest and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (1) you are a corporation or other exempt recipient or (2) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is furnished to the IRS.

In order to avoid adverse U.S. federal tax consequences, “foreign financial institutions” will be required, for years beginning after December 31, 2012, to collect information on certain financial accounts held by U.S. persons and submit such information to the IRS. It is likely that the Issuer will qualify as a “foreign financial institution” under these rules. However, the application of these rules to amounts paid on or with respect to the Convertible Securities is not clear. For example, it is not yet clear what information the Issuer would be required to provide to the IRS with respect to holders of the Convertible Securities.  By purchasing the Convertible Securities, U.S. holders agree to provide whatever information is necessary for us to comply with these reporting obligations. If an amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments on the Convertible Securities as a result of an investor’s failure to comply with these rules, neither the Issuer nor the guarantor nor any paying agent nor any other person would, pursuant to the terms of the Convertible Securities, be required to pay additional amounts with respect to any Convertible Securities as a result of the deduction or withholding of such tax.

For years beginning after March 18, 2010, individual U.S. holders who, during any taxable year, hold any interest in any “specified foreign financial asset” generally will be required to file with their U.S. federal income tax returns a statement setting forth certain information if the aggregate value of all such assets exceeds $50,000. A “specified foreign financial asset” generally includes any financial account maintained with a foreign financial institution and may include the Convertible Securities if they are not held in an account maintained with a U.S. financial institution. A U.S. holder who fails to file any such form could be required to pay a penalty of $10,000, or a penalty of up to $50,000 for ongoing failure to file.

Additional Reporting Requirements for Certain Holders of Convertible Securities

A U.S. holder that is a partner in a foreign partnership such as the finance subsidiary may be subject to special foreign partnership information reporting requirements with respect to the acquisition, holding or disposition of an investment in Convertible Securities issued by the finance subsidiary.

A U.S. holder generally will be required to file Form 8865 (or similar form) with the IRS, if its purchase of Convertible Securities in the aggregate during any twelve month period exceeds $100,000.  A U.S. holder will also be required to file Form 8865 for any year in which it becomes a “10 Percent holder,” meaning a holder who at any time owns a 10 percent or greater share of all outstanding Convertible Securities.

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For a year when a U.S. holder becomes a 10 Percent holder, or purchases more than $100,000 of Convertible Securities, the U.S. holder will generally be required to provide on Form 8865 the names and addresses of all U.S. holders that were 10 Percent holders in that year, among other matters.  A U.S. holder who fails to file Form 8865 when required is subject to a penalty equal to 10 percent of the gross amount paid for the Convertible Securities (subject to a maximum penalty of $100,000, except in cases of intentional disregard).

A 10 Percent holder also will generally be required to file Form 8865 for any year in which more than 50% of all outstanding Convertible Securities are held by 10 Percent holders.  Finally, a 10 Percent holder will generally be required to file Form 8865 for any year in which it ceases to be a 10 Percent holder.  A U.S. holder who fails to file in such circumstances is subject to a penalty of $10,000, or a penalty of up to $50,000 for ongoing failure to file.

Special rules apply to combine the purchases and ownership interests of certain related persons in determining whether a holder meets the foregoing reporting thresholds. U.S. holders should consult their own tax advisors with respect to this or any other reporting requirement that may apply to an acquisition of the Convertible Securities.

Non-U.S. holders

Subject to the discussion below, assuming that the Convertible Securities are treated as equity in a partnership holding equity securities of Credit Suisse Group AG or a subsidiary thereof, a Non-U.S. holder of a Convertible Security will not be subject to U.S. federal income tax by withholding or otherwise on payments of interest (including Additional Amounts) on a Convertible Security, or gain realized in connection with the sale, or other disposition of a Convertible Security, unless the Non-U.S. holder is an individual present in the U.S. for 183 days or more in the taxable year of a disposition of the Convertible Security in which gain was realized and certain other conditions are satisfied.  Non-U.S. holders should consult their U.S. tax advisors with respect to the characterization of the Convertible Securities and of the Issuer’s assets for U.S. federal income tax purposes.

The Issuer may be required pursuant to the U.S. Foreign Account Tax Compliance rules (“FATCA”) to withhold U.S. tax on a portion of payments made after December 31, 2012 on certain types of securities issued by the Issuer after March 18, 2012 to an investor who does not provide information sufficient for the Issuer to determine whether the investor is a U.S. person or should otherwise be treated as holding a “United States account” of the Issuer, or to an investor that is a non-U.S. financial institution that is not in compliance with FATCA, as well as under certain other circumstances.  The application of these rules to amounts paid on or with respect to the Convertible Securities is not clear.  If an amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments on the Convertible Securities as a result of an investor’s failure to comply with these rules, neither the Issuer nor the guarantor nor any paying agent nor any other person would, pursuant to the terms of the Convertible Securities, be required to pay additional amounts with respect to any Convertible Securities as a result of the deduction or withholding of such tax.  Holders should consult their own tax advisors on how these rules may apply to payments they receive under the Convertible Securities.

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Swiss Taxation

The following is a summary of the principal tax consequences for holding debt securities issued by a company or finance subsidiary under the laws of Switzerland for investors who are not residents of Switzerland for tax purposes and have no Swiss permanent establishment and do not conduct a Swiss-based trade or business.  It does not address the tax treatment of holders of debt securities who are residents of Switzerland for tax purposes or who are subject to Swiss taxes for other reasons.  This summary is based on legislation as of the date of this prospectus and does not aim to be a comprehensive description of all the Swiss tax considerations that may be relevant to a decision to invest in debt securities.

Withholding Tax

According to the present practice of the Swiss Federal Tax Administration, payments of interest on the debt securities issued by a company or finance subsidiary (other than Credit Suisse Group) or by a branch of Credit Suisse Group outside Switzerland are not subject to Swiss withholding tax, even if guaranteed by Credit Suisse Group, provided, however, that the net proceeds from the issue of the debt securities are used outside of Switzerland.

Payments of interest on debt securities issued by Credit Suisse Group (but not through a branch outside Switzerland, see above) may be subject to Swiss withholding tax at a rate of 35% regardless of whether such interest is paid regularly in coupons or in a one-time payment upon redemption.

Neither the issuer, nor the guarantor nor any paying agent nor any other person may, pursuant to the applicable terms and conditions of the Convertible Securities, be obliged to pay additional amounts with respect to any Convertible Securities as a result of the deduction or imposition of withholding tax.

On December 22, 2010 the Swiss Federal Council issued draft legislation, which, if enacted, would replace the current withholding tax regime and may require a paying agent in Switzerland to deduct Swiss withholding tax at a rate of 35% on any payment of interest in respect of a note to an individual resident in Switzerland or to a person resident in a country which has no double tax treaty with Switzerland.  If this legislation or similar legislation were enacted and and an amount of, or in respect of, Swiss withholding tax were to be deducted or withheld from that payment, neither the issuer, nor the guarantor nor any paying agent nor any other person would, pursuant to the terms and conditions of the Convertible Securities, be obliged to pay additional amounts with respect to any Convertible Securities as a result of the deduction or imposition of such withholding tax.

The holder of debt securities issued by Credit Suisse Group (but not through a branch outside Switzerland) who is resident in Switzerland and who, at the time the payment of interest on such debt securities is due, is the beneficial owner of such payment of interest and, in the case of a holder who is an individual, duly reports the gross payment of interest in his or her tax return and, in case of a holder who is an entity or an individual required to maintain accounts, includes such payments in its profit and loss statement, is entitled to a full refund of or a full tax credit for the Swiss withholding tax, as the case may be.  A holder of debt securities issued by Credit Suisse Group (but not through a branch outside Switzerland) who is not resident in Switzerland at the time the interest on such debt securities is due may be able to claim a full or partial refund of the Swiss withholding tax if such holder is entitled to claim the benefits with regard to such interest payment of a double taxation treaty between Switzerland and his or her country of residence.

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Issue and Transfer Stamp Tax

The issue and redemption of debt securities (other than in the case of debt securities issued by Credit Suisse Group, but not through a branch outside Switzerland) should, under applicable Swiss tax law, not be subject to Swiss Issue Stamp Tax (Emissionsabgabe) on the issue of securities, even if the debt securities are guaranteed by Credit Suisse Group, provided, however, that in such case the relevant issuer uses the proceeds from such guaranteed debt securities outside of Switzerland.  The issue of debt securities (but not redemption) by Credit Suisse Group (but not through a branch outside Switzerland) will be liable to Swiss stamp duty on the issue of securities in the case of debt securities with a maturity in excess of one year at a rate of 0.12% for each year of the whole term (fractional years count as full years) and in the case of debt securities with a maturity of up to twelve months at a rate of 0.06%, calculated for each day of the whole term on the basis of 1/360th of such tax rate.

A transfer or sale of debt securities is subject to the Swiss Transfer Stamp Tax (Umsatzabgabe), currently at the rate of up to 0.3% of the consideration paid in case of debt securities issued by a company or finance subsidiary (other than Credit Suisse Group) or by a branch of Credit Suisse Group outside Switzerland or up to 0.15% of the consideration paid in case of debt securities issued by Credit Suisse Group (but not through a branch outside Switzerland), if such transfer or sale is made by or through a bank or securities dealer (as defined in the Swiss Federal Stamp Tax Act) resident in Switzerland or Liechtenstein, unless an exemption from the Transfer Stamp Tax applies.

Other Taxes

Under current Swiss law, a holder of debt securities who is not resident in Switzerland and who during the taxable year has not engaged in trade or business through a permanent establishment within Switzerland and who is not subject to taxation by Switzerland for any other reason will be exempted from any Swiss federal, cantonal or municipal income or other tax on gains on the sale of, or payments received under, the debt securities.

Taxation of the common shares

Under current Swiss law, any dividends paid and similar cash or in-kind distributions made on the shares (including bonus shares and dividends on liquidation proceeds exceeding the nominal value of the shares and, if certain conditions are met, the capital contributions paid on the shares) will be subject to Swiss withholding tax at a rate of 35% and Credit Suisse Group AG will be required to withhold tax at such rate from any distribution made to a shareholder. Any repayment of the nominal value of the shares and, if certain conditions are met, any distributions out of capital contribution reserves are tax exempt. Furthermore, in case of a repurchase of own shares by Credit Suisse Group AG, the portion of the repurchase price which exceeds the nominal value of the common shares and the capital contribution reserves of Credit Suisse Group AG, may, in some cases, be re-characterized as taxable liquidation which is subject to the 35%. Swiss withholding tax if certain conditions are met.

Swiss resident individuals or legal entities incorporated in Switzerland are generally entitled to a full refund of Swiss withholding tax if they are the beneficial owner of the shares at the time the distribution is due and duly report the gross distribution received on their personal income tax return or, in case of a legal entity, include the taxable profit in the income statement.

The recipient of a taxable distribution from Credit Suisse Group AG who is an individual or a legal entity not resident in Switzerland for tax purposes may be entitled to a full or partial refund of Swiss withholding tax if the country in which such recipient resides for tax purposes has entered into a bilateral treaty for the avoidance of double taxation with Switzerland and if the further prerequisites of such treaty are met. Shareholders not resident in Switzerland should be aware that the procedures for claiming treaty benefits (and the time required for obtaining refund) may differ from country to country. Shareholders not resident in Switzerland should consult their own legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of common shares and the procedures for claiming a refund of Swiss withholding tax.

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The transfer of common shares may be subject to Swiss Transfer Stamp Tax (Umsatzabgabe) at a rate of up to 0.15% if such transfer is made by or through the intermediary of a securities dealer in Switzerland or Liechtenstein, as defined in the Swiss Federal Stamp Tax Act, and unless an exemption applies.

Swiss Issue Stamp Tax (Emissionsabgabe) imposed in connection with the conversion of the Convertible Securities, if any, will be borne by Credit Suisse Group AG.

European Union Directive on Taxation of Certain Interest Payments

Under European Council Directive 2003/48/EC on the taxation of savings income, Member States of the European Union are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual or to certain other persons in that other Member State.  However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).  The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above.  A number of non-EU countries, including Guernsey (regarding which see below) and Switzerland, and territories have agreed to adopt similar measures (some of which involve a withholding system, such as in Switzerland).  Unless provided otherwise in the applicable prospectus supplement, no additional amounts will be payable if a payment on a debt security to an individual is subject to any withholding or deduction that is required to be made pursuant to any European Union Directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, any such Directive.

You should consult your own tax advisors regarding the application of Directive 2003/48/EC or any similar Directive or similar measures of non-EU countries and territories.

Guernsey Taxation

Holders of Convertible Securities who are resident for tax purposes in Guernsey, Alderney or Herm will be liable to income tax in Guernsey at the appropriate rate on income arising from their holding of the Convertible Securities.  However, any tax payable will not be collected by way of deduction or withholding from any payments made to them of such income.

Holders of Convertible Securities resident outside of Guernsey, Alderney or Herm will not be subject to any tax in Guernsey in respect of any payments to them in respect of the Convertible Securities, provided such payments are not to be taken into account in computing the profits of any permanent establishment situate in Guernsey through which such holder carries on a business in Guernsey.

Guernsey currently does not levy taxes upon capital inheritance, capital gains, gifts, sales or turnover (unless the varying of investments and the turning of such investments to account is a business or part of a business). Nor are there any estate duties (save for registration fees and ad valorem duty payable upon an application for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey, which require presentation of such a Grant). No duty will be chargeable in Guernsey on the issue, transfer or redemption of the Convertible Securities.

EU Savings Directive and associated arrangements with Guernsey

Since 1 July 2005, Guernsey and the EU Member States have entered into agreements (the “Guernsey Savings Tax Agreements”) on the taxation of savings income.  On the basis of such agreements, Guernsey introduced a system whereby withholding tax (called retention tax) is levied on interest payments or other similar

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income paid by a paying agent within Guernsey to individual residents in the contracting EU Member States on or after 1 July 2005, unless such EU resident individual has either:

(a) expressly authorized the paying agent to report the interest payment to the Director of Income Tax of Guernsey, or

(b) presented to the paying agent a certificate drawn up in the name of the individual by the competent authority of the contracting Member State of that individual’s residence.

The current rate of retention tax is 20%.

On November 24, 2010, Guernsey approved proposals to move to automatic exchange of information in relation to such interest payments.  Accordingly, with effect from January 1, 2011, a paying agent in Guernsey may elect not to deduct retention tax from interest payments made on or after January 1, 2011 but before July 1, 2011, provided that the paying agent reports any such interest payment to the Director of Income Tax in Guernsey in the same manner as if the individual had expressly authorized the paying agent to do so. From July 1, 2011 paying agents in Guernsey must not deduct retention tax but must report any such interest payment made to the Director of Income Tax in Guernsey.

The European Commission has recently adopted a proposal to amend the EU Savings Tax Directive, with a view to closing existing loopholes and eliminating tax evasion. These changes broadly relate to the scope of, and mechanisms implemented by, the EU Savings Tax Directive. If these changes are implemented, the position of holders of Convertible Securities in relation to the EU Savings Tax Directive could be different to that set out above.

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PLAN OF DISTRIBUTION

We may sell the Convertible Securities through agents, underwriters, dealers or directly to purchasers.

Our agents may solicit offers to purchase the Convertible Securities.

·We will name any agent involved in offering or selling the Convertible Securities, and any commissions that we will pay to the agent, in the applicable prospectus supplement.

·Unless we indicate otherwise in the applicable prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.

·Our agents may be deemed to be underwriters under the Securities Act of 1933 of any of the Convertible Securities that they offer or sell.

We may use an underwriter or underwriters in the offer or sale of the Convertible Securities.

·If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of the Convertible Securities.

·We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the applicable prospectus supplement.

·The underwriters will use the applicable prospectus supplement and any free writing prospectuses to sell the Convertible Securities.

·If we use an underwriter or underwriters, the underwriter or underwriters will acquire the Convertible Securities for their own account and may resell the Convertible Securities in one or more transactions, including negotiated transactions.  These sales will be made at a fixed price or at varying prices determined at the time of the sale.

We may use a dealer to sell the Convertible Securities.

·If we use a dealer, we, as principal, will sell the Convertible Securities to the dealer.

·The dealer will then sell the Convertible Securities to the public at varying prices that the dealer will determine at the time it sells the Convertible Securities.

·We will include the name of the dealer and the terms of our transactions with the dealer in the applicable prospectus supplement.

The securities we distribute by any of these methods may be sold to the public, in one or more transactions, either:

·at a fixed price or prices, which may be changed;

·at market prices prevailing at the time of sale;

·at prices related to prevailing market prices; or

·at negotiated prices.

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In connection with an offering, the underwriters may purchase and sell securities in the open market.  These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales.  Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering.  Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress.  The underwriters also may impose a penalty bid.  This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities.  As a result, the price of the securities may be higher than the price that otherwise might exist in the open market.  If these activities are commenced, they may be discontinued by the underwriters at any time.  These transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter market or otherwise.

In connection with these sales of securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agents.  Underwriters may resell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from purchasers for whom they may act as agents.  The applicable prospectus supplement will include any required information about underwriting compensation we pay to underwriters, and any discounts, concessions or commissions underwriters allow to participating dealers, in connection with an offering of securities.

Conflicts of Interest

In compliance with FINRA guidelines, the maximum amount of underwriting compensation, including underwriting commissions or discounts, to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement; however, it is anticipated that the maximum underwriting compensation to be received in any particular offering of Convertible Securities will be significantly less than this amount.

Credit Suisse Securities (USA) LLC, or Credit Suisse Securities, is an indirect subsidiary of Credit Suisse Group.  FINRA Rule 5121 imposes certain requirements when a member of FINRA, such as Credit Suisse Securities, distributes an affiliated company’s securities.  If Credit Suisse Securities or our other U.S.-registered broker-dealer subsidiaries or affiliates participate in the distribution of the Convertible Securities, we will conduct the offering in accordance with the applicable provisions of FINRA Rule 5121.  In any offerings subject to FINRA Rule 5121, no underwriter will confirm initial sales to accounts over which it exercises discretionary authority without the prior written approval of the customer.

We may solicit directly offers to purchase the Convertible Securities, and we may directly sell the Convertible Securities to institutional or other investors.  We will describe the terms of our direct sales in the applicable prospectus supplement.

We may indemnify agents, underwriters and dealers against certain liabilities, including liabilities under the Securities Act of 1933.  Our agents, underwriters and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for, us or our subsidiaries and affiliates in the ordinary course of business.

We may authorize our agents and underwriters to solicit offers by certain institutions to purchase the Convertible Securities at the public offering price under delayed delivery contracts.

·If we use delayed delivery contracts, we will disclose that we are using them in the applicable prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.

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·These delayed delivery contracts will be subject only to the conditions that we set forth in the applicable prospectus supplement.

·We will indicate in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of the Convertible Securities under delayed delivery contracts will be entitled to receive.

Selling Restrictions

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities may not be made to the public in that Relevant Member State other than an offer:

·to any legal entity which is a qualified investor as defined in the Prospectus Directive;

·to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or underwriter nominated by the Issuer for any such offer; or

·in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of securities shall require the Issuer or any dealer of underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.  The expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In addition, each underwriter or agent will represent and agree that:

(a)   the securities may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland or the Swiss Collective Investment Scheme Act, and neither this prospectus nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.  Neither this prospectus nor any other offering or marketing material relating to the offering, the Issuer or Credit Suisse Group or the securities have been or will be filed with or approved by any Swiss regulatory authority. The securities are not subject to the supervision by any Swiss regulatory authority, e.g., FINMA, and investors in the securities will not benefit from protection or supervision by such authority;

(b)(i)    no prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers, and (ii) it has not offered or sold and will not offer or sell, directly or indirectly, the securities to the public in France,

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and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this prospectus or any other offering material relating to the securities, and that such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L.  411-2, D.  411-1 and D.  411-2 of the Code monétaire et financier.  The direct or indirect distribution to the public in France of any so acquired securities may be made only as provided by Articles L.  411-1, L.  411-2, L.  412-1 and L.  621-8 to L.  621-8-3 of the Code monétaire et financier and applicable regulations thereunder;

(c)   it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to the relevant issuer;

(d)   it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom;

(e)   the securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan.  Each underwriter or agent has represented and agreed that it has not offered or sold, and will not offer or sell any securities directly or indirectly in Japan or to, or for the benefit of, any Japanese person or to others, for re-offering or resale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and any other applicable laws and regulations of Japan.  For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan;

(f)   The securities have not been offered or sold, and will not be offered or sold, in Hong Kong, by means of any document, other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent) or (ii) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.  32) (the “CO”), or (iii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.  571) (the “SFO”) and any rules made under the SFO, or (iv) in other circumstances which do not result in the document being a “prospectus” within the meaning of the CO;

(g)   This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”).  Accordingly, this prospectus, any applicable Final Terms relating to any securities and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased securities, namely a person who is:

(i)    a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

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(ii)   a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the securities under Section 275 of the SFA except:

(1)  to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA;

(2)  where no consideration is or will be given for the transfer; or

(3)  where the transfer is by operation of law;

(h)   the securities may not be offered, sold or delivered, directly or indirectly, in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan);

(i)   no prospectus supplement or accompanying prospectus, product disclosure statement or supplementary product disclosure statement, or other disclosure document (as defined in the Corporations Act 2001 of Australia) in relation to the securities has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”).  Accordingly, each underwriter and agent has represented and agreed that it:

(x)   has not made or invited, and will not make or invite, an offer of the securities for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

(y)   has not distributed or published, and will not distribute or publish, the prospectus or any other offering material relating to the securities in Australia,

unless (i) the offer otherwise does not require disclosure to investors under Part 6D.2, Part 7.7 or Part 7.9 of the Corporations Act 2001 of Australia, (ii) such action complies with all applicable laws, regulations and directives, and (iii) does not require any document to be lodged with the ASIC;

(j)   it has not offered or sold, and will not offer or sell, any securities, directly or indirectly, in Canada or any province or territory thereof or to, or for the benefit of, any resident of Canada in contravention of the securities laws and regulations of the provinces and territories of Canada and represents that any offer of securities in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which such offer is made; and that it has not and it will not distribute or deliver the prospectus or any other offering material relating to the securities in Canada or to any resident of Canada in contravention of the securities law and regulations of the provinces and territories of Canada;

(k)   the securities have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), and may not be offered or sold publicly in Mexico.  The securities may be privately placed in Mexico, pursuant to the exemption set forth in the Article 8 of the Mexican Securities Market Law; and

(l)  the securities may not be offered or sold to or be held by any person resident for the purposes of the Income Tax (Guernsey) law 1975 in the Islands of Guernsey, Alderney or Herm, Channel Islands.

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This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).  The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

MARKET-MAKING ACTIVITIES

Any of our broker-dealer subsidiaries or affiliates, including Credit Suisse Securities (USA) LLC, may use this prospectus and our prospectus supplements in connection with offers and sales of the Convertible Securities, in connection with market-making transactions by and through our broker-dealer subsidiaries or affiliates, including Credit Suisse Securities, at prices that relate to the prevailing market prices of the Convertible Securities at the time of the sale or otherwise.  Any of our broker-dealer subsidiaries and affiliates, including Credit Suisse Securities, may act as principal or agent in these transactions.  None of our broker-dealer subsidiaries and affiliates has any obligation to make a market in any of our offered securities and may discontinue any market-making activities at any time without notice, at its sole discretion.

LEGAL MATTERS

Certain legal matters with respect to U.S. law relating to the offering of the Convertible Securities will be passed upon for the Issuers by Cleary Gottlieb Steen & Hamilton LLP, New York, New York, our U.S. counsel.  Certain legal matters with respect to Swiss law relating to the offering of the Convertible Securities will be passed upon for us by Homburger AG, Zurich, Switzerland, our Swiss counsel.  Certain legal matters with respect to English law relating to the offering of the Convertible Securities will be passed upon for the Issuers by Linklaters LLP, London, England, our English counsel.  Any agents or underwriters will be represented by Cravath, Swaine & Moore LLP, New York, New York.  Cravath, Swaine & Moore LLP regularly provides legal services to Credit Suisse Group and our subsidiaries and affiliates.  Certain matters of law relating to the finance subsidiaries will be passed upon for the finance subsidiaries by Carey Olsen, Guernsey, Channel Islands.

EXPERTS

The consolidated financial statements of Credit Suisse Group as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, have been incorporated by reference into this prospectus in reliance upon the reports of KPMG AG, independent registered public accounting firm, which are included in our Annual Report on Form 20-F for the year ended December 31, 2010 and incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report on the consolidated financial statements of Credit Suisse Group as of December 31, 2010 contains an explanatory paragraph that states that, in 2010, Credit Suisse Group changed its method of accounting for variable interest entities due to the adoption of ASU 2009-17.

With respect to the unaudited interim financial information for Credit Suisse Group as of March 31, 2011 incorporated by reference herein, the independent registered public accounting firm has reported that they applied limited procedures in accordance with professional standards for a review of such information.  However, their separate report included in the Credit Suisse Group’s current financial report on Form 6-K filed on May 10, 2011 for the three-month period ended March 31, 2011, and incorporated by reference herein, states that they did not audit and they do not express an opinion on that interim financial information.  Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. The accountants are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.

46

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.  Indemnification of Directors And Officers

Credit Suisse Group AG

Under Swiss law, directors and senior officers acting in violation of their statutory duties—whether dealing with bona fide third parties or performing any other acts on behalf of the corporation—may become liable to the corporation, its shareholders and (in bankruptcy) its creditors for damages. The directors’ liability is joint and several but only to the extent the damage is attributable to each director based on willful or negligent violation of duty. If the board of directors lawfully delegated the power to carry out day-to-day management to a different corporate body (e.g., the executive board) the board of directors is not vicariously liable for the acts of the members of the executive board. Instead, the directors can be held liable for their failure to properly select, instruct or supervise the executive board members. If directors and officers enter into a transaction on behalf of the corporation with bona fide third parties in violation of their statutory duties, the transaction is nevertheless valid as long as it is not excluded by the corporation’s business purpose.

Because Credit Suisse Group AG is a Swiss company headquartered in Switzerland, many of the directors and officers of Credit Suisse Group AG are residents of Switzerland and not the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to:

·serve legal process on Credit Suisse Group AG or its directors and executive officers or have any of them appear in a U.S. court; and

·enforce against those persons in Switzerland, whether in original actions or in actions for enforcement of judgments of U.S. courts, liabilities based solely on the federal securities laws of the United States.

Neither the Articles of Association of Credit Suisse Group AG nor Swiss statutory law contains provisions regarding the indemnification of directors and officers.

According to general principles of Swiss law, a corporation may, under certain circumstances, indemnify an employee against losses and expenses incurred by her in the execution of her duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

It is Credit Suisse Group AG’s policy to indemnify its current or former directors and/or employees against certain losses and expenses in respect of service as a director or employee of Credit Suisse Group AG, one of its affiliates or another entity, which Credit Suisse Group AG has approved, subject to specific conditions or exclusions. Credit Suisse Group AG maintains directors’ and officers’ insurance for its directors and officers.

Credit Suisse Group (Guernsey) I Limited and Credit Suisse Group (Guernsey) III Limited

Section 157 of the Companies (Guernsey) Law, 2008, as amended, provides that any provision (whether contained in the finance subsidiary’s Memorandum or Articles of Incorporation or in any contract with the relevant finance subsidiary or otherwise) that purports to exempt a director of a company from, or seeks to provide an indemnity to, a director against any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.  Nothing in Section 157 prevents a company from purchasing and maintaining insurance to cover such liabilities.

The Articles of Incorporation of each finance subsidiary contain provisions to the effect that: “The directors, secretary and other officers or employees of the company shall be indemnified out of the assets of the company to the fullest extent permitted by the Law from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any contract entered into or any act done, concurred in or omitted, in or about the execution of their duty or supposed duty or in relation thereto.”

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Item 9.  Exhibits

Exhibit No.	Description
1.1*	Form of Underwriting Agreement relating to Convertible Securities of Credit Suisse Group (Guernsey) I Limited.
1.2*	Form of Underwriting Agreement relating to Convertible Securities of Credit Suisse Group (Guernsey) III Limited.
3.1	Memorandum and Articles of Incorporation of Credit Suisse Group (Guernsey) I Limited as of January 28, 2011.
3.2	Memorandum and Articles of Incorporation of Credit Suisse Group (Guernsey) III Limited as of January 28, 2011.
3.3	Articles of Association (Statuten) of Credit Suisse Group AG as of April 29, 2011.
4.1	Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities Indenture between Credit Suisse Group (Guernsey) I Limited, as issuer, Credit Suisse Group AG, as guarantor, and HSBC Bank USA, N.A., as trustee, dated as of May 16, 2011.
4.2	Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities Indenture between Credit Suisse Group (Guernsey) III Limited, as issuer, Credit Suisse Group AG, as guarantor, and HSBC Bank USA, N.A., as trustee, dated as of May 16, 2011.
4.3	Form of Share Certificate (incorporated by reference to Exhibit 2.2 to Credit Suisse Group AG’s Registration Statement on Form 20-F filed on September 21, 2001).
4.4	Form of Deposit Agreement among Credit Suisse Group, Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary, and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder, including the Form of American Depositary Receipt (incorporated by reference to Exhibit (a) to Credit Suisse Group’s Registration Statement on Form F-6 (No.  333-13926) filed on September 21, 2001).
4.5	Form of Senior or Subordinated Guaranteed Convertible Security of Credit Suisse Group (Guernsey) I Limited, including the Form of Senior or Subordinated Guarantee endorsed thereon.
4.6	Form of Senior or Subordinated Guaranteed Convertible Security of Credit Suisse Group (Guernsey) III Limited, including the Form of Senior or Subordinated Guarantee endorsed thereon.
5.1	Opinion of Homburger AG.
5.2	Opinion of Carey Olsen.
5.3	Opinion of Linklaters LLP.
12.1	Computation of ratio of earnings to fixed charges (Credit Suisse Group AG).
15.1	Letter Regarding Unaudited Interim Financial Statements.
23.1	Consent of Homburger AG (included in Exhibit 5.1).

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23.2	Consent of Carey Olsen (included in Exhibit 5.2).
23.3	Consent of Linklaters LLP (included in Exhibit 5.3).
23.4	Consent of KPMG AG.
24.1	Powers of Attorney (included in the signature pages of this Registration Statement).
25.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, N.A., as trustee, under the indenture relating to Credit Suisse Group (Guernsey) I Limited, as issuer, and Credit Suisse Group AG, as guarantor.
25.2	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, N.A., as trustee, under the indenture relating to Credit Suisse Group (Guernsey) III Limited, as issuer, and Credit Suisse Group AG, as guarantor.

* To be filed.

Item 10.  Undertakings

The undersigned Registrants hereby undertake:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Credit Suisse Group pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)   In the case of Credit Suisse Group, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.  Financial statements and information otherwise required by Section 10(a)(3) of

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the Securities Act of 1933 need not be furnished, provided, that Credit Suisse Group includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.  Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Credit Suisse Group pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(5)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)    Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)   That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)   Any free writing prospectus relating to the offering prepared by, or on behalf of, such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by, or on behalf of, such undersigned Registrant; and

(iv)  Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(7)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of Credit Suisse Group’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities

II-4

Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on the 16th day of May, 2011.

CREDIT SUISSE GROUP AG
By:	/s/ BRADY DOUGAN
	Name:	Brady Dougan
	Title:	Chief Executive Officer
By:	/s/ DAVID MATHERS
	Name:	David Mathers
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints David Mathers, Romeo Cerutti, Rolf Enderli, Gary Gluck, Kim Fox-Moertl, Peter J. Feeney, D. Neil Radey and Andrew M. Hutcher jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all post-effective amendments to this Registration Statement on Form F-3 (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities on the 16th day of May, 2011.

Name	Title
/s/ BRADY DOUGAN
Brady Dougan	Chief Executive Officer, Credit Suisse Group AG
/s/ DAVID MATHERS
David Mathers	Chief Financial Officer, Credit Suisse Group AG
/s/ URS ROHNER
Urs Rohner	Chairman of the Board of Directors, Credit Suisse Group AG
/s/ PETER BRABECK-LETMATHE
Peter Brabeck-Letmathe	Vice Chairman of the Board of Directors, Credit Suisse Group AG

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Name	Title
/s/ JASSIM BIN HAMAD J. J. AL THANI
Jassim Bin Hamad J. J. Al Thani	Director, Credit Suisse Group AG
/s/ ROBERT H. BENMOSCHE
Robert H. Benmosche	Director, Credit Suisse Group AG
/s/ NOREEN DOYLE
Noreen Doyle	Director, Credit Suisse Group AG
/s/ WALTER B. KIELHOLZ
Walter B. Kielholz	Director, Credit Suisse Group AG
/s/ ANDREAS N. KOOPMANN
Andreas N. Koopmann	Director, Credit Suisse Group AG
/s/ JEAN LANIER
Jean Lanier	Director, Credit Suisse Group AG
/s/ ANTON VAN ROSSUM
Anton van Rossum	Director, Credit Suisse Group AG
/s/ AZIZ R.D. SYRIANI
Aziz R.D. Syriani	Director, Credit Suisse Group AG
/s/ DAVID W. SYZ
David W. Syz	Director, Credit Suisse Group AG
/s/ RICHARD E. THORNBURGH
Richard E. Thornburgh	Director, Credit Suisse Group AG
/s/ JOHN TINER
John Tiner	Director, Credit Suisse Group AG
/s/ ANTON VAN ROSSUM
Anton van Rossum	Director, Credit Suisse Group AG
/s/ PETER F. WEIBEL
Peter F. Weibel	Director, Credit Suisse Group AG

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the following capacity on the 16th day of May, 2011.

CREDIT SUISSE (USA), INC.

By:	/s/ D. NEIL RADEY		Authorized Representative in the United States
	Name:	D. Neil Radey
	Title:	General Counsel

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Island of Guernsey, Channel Islands and Zurich, Switzerland, on the 16th day of May, 2011.

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED
By:	/s/ ROY MCGREGOR
	Name:	Roy McGregor
	Title:	Director
By:	/s/ KENNETH WALLBRIDGE
	Name:	Kenneth Wallbridge
	Title:	Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Roy McGregor and Kenneth Wallbridge, jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all post-effective amendments to the Registration Statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities on the 16th day of May, 2011.

Name	Title
/s/ ROY MCGREGOR
Roy McGregor	Director
/s/ KENNETH WALLBRIDGE
Kenneth Wallbridge	Director
/s/ ROGER RIMANN
Roger Rimann	Director
/s/ ANTHONY LE CONTE
Anthony Le Conte	Director

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CREDIT SUISSE (USA), INC.

By:	/s/ D. NEIL RADEY	Authorized Representative in the United States
	Name:  D. Neil Radey
	Title:    General Counsel

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Island of Guernsey, Channel Islands and Zurich, Switzerland, on the 16th day of May, 2011.

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED
By:	/s/ ROY MCGREGOR
	Name:	Roy McGregor
	Title:	Director
By:	/s/ KENNETH WALLBRIDGE
	Name:	Kenneth Wallbridge
	Title:	Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Roy McGregor and Kenneth Wallbridge, jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all post-effective amendments to the Registration Statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities on the 16th day of May, 2011.

Name	Title
/s/ ROY MCGREGOR
Roy McGregor	Director
/s/ KENNETH WALLBRIDGE
Kenneth Wallbridge	Director
/s/ ROGER RIMANN
Roger Rimann	Director
/s/ ANTHONY LE CONTE
Anthony Le Conte	Director

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CREDIT SUISSE (USA), INC.

By:	/s/ D. NEIL RADEY		Authorized Representative in the United States
	Name:	D. Neil Radey
	Title:	General Counsel

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INDEX TO EXHIBITS

Item 9.  Exhibits

Exhibit No.	Description
1.1*	Form of Underwriting Agreement relating to Convertible Securities of Credit Suisse Group (Guernsey) I Limited.
1.2*	Form of Underwriting Agreement relating to Convertible Securities of Credit Suisse Group (Guernsey) III Limited.
3.1	Memorandum and Articles of Incorporation of Credit Suisse Group (Guernsey) I Limited as of January 28, 2011.
3.2	Memorandum and Articles of Incorporation of Credit Suisse Group (Guernsey) III Limited as of January 28, 2011.
3.3	Articles of Association (Statuten) of Credit Suisse Group AG as of April 29, 2011.
4.1	Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities Indenture between Credit Suisse Group (Guernsey) I Limited, as issuer, Credit Suisse Group AG, as guarantor, and HSBC Bank USA, N.A., as trustee, dated as of May 16, 2011.
4.2	Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities Indenture between Credit Suisse Group (Guernsey) III Limited, as issuer, Credit Suisse Group AG, as guarantor, and HSBC Bank USA, N.A., as trustee, dated as of May 16, 2011.
4.3	Form of Share Certificate (incorporated by reference to Exhibit 2.2 to Credit Suisse Group AG’s Registration Statement on Form 20-F filed on September 21, 2001).
4.4	Form of Deposit Agreement among Credit Suisse Group, Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as depositary, and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder, including the Form of American Depositary Receipt (incorporated by reference to Exhibit (a) to Credit Suisse Group’s Registration Statement on Form F-6 (No.  333-13926) filed on September 21, 2001).
4.5	Form of Senior or Subordinated Guaranteed Convertible Security of Credit Suisse Group (Guernsey) I Limited, including the Form of Senior or Subordinated Guarantee endorsed thereon.
4.6	Form of Senior or Subordinated Guaranteed Convertible Security of Credit Suisse Group (Guernsey) III Limited, including the Form of Senior or Subordinated Guarantee endorsed thereon.
5.1	Opinion of Homburger AG.
5.2	Opinion of Carey Olsen.
5.3	Opinion of Linklaters LLP.
12.1	Computation of ratio of earnings to fixed charges (Credit Suisse Group AG).
15.1	Letter Regarding Unaudited Interim Financial Statements.

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23.1	Consent of Homburger AG (included in Exhibit 5.1).
23.2	Consent of Carey Olsen (included in Exhibit 5.2).
23.3	Consent of Linklaters LLP (included in Exhibit 5.3).
23.4	Consent of KPMG AG.
24.1	Powers of Attorney (included in the signature pages of this Registration Statement).
25.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, N.A., as trustee, under the indenture relating to Credit Suisse Group (Guernsey) I Limited, as issuer, and Credit Suisse Group AG, as guarantor.
25.2	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, N.A., as trustee, under the indenture relating to Credit Suisse Group (Guernsey) III Limited, as issuer, and Credit Suisse Group AG, as guarantor.

*    To be filed.

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EX-3.1

Exhibit 3.1

THE COMPANIES (GUERNSEY) LAW, 2008 (as amended)

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF INCORPORATION

of

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

Incorporated this 28th January, 2011

Carey Olsen Formations (Guernsey) Limited
P O Box 98, Carey House
Les Banques, St. Peter Port
Guernsey GY1 4BZ, Channel Islands
Tel: +44 (0)1481 727272 Fax: +44 (0)1481 711052
www.careyolsen.com

1

COMPANIES (GUERNSEY) LAW 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES WITH
UNLIMITED OBJECTS

MEMORANDUM OF INCORPORATION

1.The company’s name is CREDIT SUISSE GROUP (GUERNSEY) I LIMITED.

2.The company’s registered office is situated in Guernsey.

3.The company is a non-cellular company within the meaning of section 2(l)(c) of the Companies (Guernsey) Law 2008 (the “Law”).

4.The liability of each member of the company is limited to the amount, if any, unpaid on the shares held by him.

5.This Memorandum may be amended in accordance with the Law on such terms as may be approved by the members by ordinary resolution from time to time.

We the subscribers to this memorandum of incorporation wish to form a company pursuant to this memorandum; and we agree to take the number of shares specified opposite our respective names.

Name and Address of founder member	No. of shares taken by founder member	Aggregate value of those shares	Amount paid up on those shares	Amount unpaid on those shares
Co 1 Limited Carey House, Les Banques St Peter Port Guernsey GY1 4BZ	50,000 Ordinary Share	no par value	USD50,000	Nil
Total Shares taken	50,000 Ordinary Share	No par value	USD50,000	Nil

/s/ Paul Kiddy

For and on behalf of CO 1 Limited - Director

Dated this 28th day of January 2011

2

TABLE OF CONTENTS

1.	Interpretation	1
2.	Power of the board to issue shares	2
3.	Share capital	3
4.	Trusts not recognised	3
5.	Company’s lien on shares	3
6.	Enforcing lien by sale	3
7.	Calls on shares	4
8.	Forfeiture of shares	5
9.	Transfers and registration of shares	6
10.	Suspension of share transfers by the board	7
11.	Share certificates	7
12.	Transmission of shares	7
13.	Dividends and distributions	7
14.	Appointment and removal of directors	8
15.	Remuneration and expenses	9
16.	Delegation of powers	9
17.	Appointment of agent	9
18.	Power of attorney	9
19.	Secretary	10
20.	Indemnity	10
21.	Board meetings	10
22.	Notice	11
23.	Extraordinary general meetings	11
24.	General meetings	11
25.	Election and powers of chairman	12
26.	Right of directors to speak	12
27.	Voting and polls	12
28.	Proxies	13
29.	Bodies corporate acting by representatives	14
30.	Omission or non-receipt of notice	14
31.	Common signature	14
32.	Seal	14
33.	Standard articles not to apply	15

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1.INTERPRETATION

1.1In these Articles –

“Articles” means these articles of incorporation as altered from time to time.

“Board” means the board of directors of the Company, or the board of directors present at a meeting of the Board at which a quorum is present, or present at a meeting of a committee of the board of directors.

“circulating resolution” has the meaning set out in Article 21.5.

“clear days” in relation to the period of notice means that period excluding the day when notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“Company” means the company formed under the memorandum of incorporation with the name Credit Suisse Group (Guernsey) I Limited.

“date of forfeiture” has the meaning set out in Article 8.3.

“Extraordinary General Meeting” has the meaning set out in Article 23.1,

“Law” means the Companies (Guernsey) Law, 2008.

“member” means the registered holder of a share in the company as recorded in the Register.

“person” includes an individual and a body corporate.

“Register” means the register of members kept by the company as required by section 123 of the Law.

“shares” means shares in the capital of the Company.

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Law.

1.2In these Articles:

(a)words in the singular include words in the plural and vice versa, and

(b)words imparting a gender include every other gender.

1.3These Articles must be read in conjunction with and subject to the provisions of the Law.

1.4Headings and subheadings are included only for convenience and do not affect the meaning of these Articles.

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1.5References to enactments are to such enactments as from time to time modified, reenacted or consolidated and shall include any enactments made in substitution for an enactment which is repealed and any Ordinances or Regulations made under those enactments.

2.POWER OF THE BOARD TO ISSUE SHARES

2.1Subject to the provisions of the Law, on such terms and conditions as it sees fit, the Board may:

(a)exercise the power of the Company to issue shares or grant rights to subscribe for, or convert any security into shares, in accordance with section 292 of the Law,

(b)issue shares of different types within the meaning of section 277 of the Law or shares of different classes, and the creation or issuance of any such shares or any additional shares ranking equally with an existing type of class of share is deemed not to vary the rights of any existing member,

(c)subject to sections 342 and 348 of the Law, convert all or any classes of its shares into redeemable shares,

(d)issue shares which have a nominal or par value,

(e)issue shares of no par value,

(f)issue any number of shares they see fit,

(g)issue fractions of a share within the meaning of section 280 of the Law,

(h)make arrangements on the issue of shares to distinguish between shareholders as to the amounts and ties of payments of calls on their shares,

(i)pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others, and

(j)pay commissions in such manner and in such amounts as the Board may determine.

2.2Where the Company has issued only a single class of shares the Board may issue (or grant rights to subscribe for, or to convert into) shares in accordance with section 293 of the Law.

2.3Where the Board has resolved to issue different classes of shares, the Board has the authority to issue (or grant rights to subscribe for, or to convert into) an unlimited number of shares subject to the following:

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(a)the authority of the Board to issue shares or grant such rights under this Article 2.3 shall expirey on the 5th anniversary of the incorporation of the Company unless the members, by ordinary resolution, revoke that authority,

(b)at or before the expir of the 5th anniversary of incorporation, the members may, by ordinary resolution, extend the power of the Board to issue shares or grant such rights under this Article 2.3 for further periods. Each period of extension may be for no more than 5 years, and

(c)the Company may make an offer or agreement which would or might require shares to be issued, or rights to be granted, after the authorization has expired.

2.4The Company may hold treasury shares in accordance with the provisions of the Law.

2.5Subject to the provisions of the Law the Company may purchase its own shares and with respect to those shares, cancel them or hold them as treasury shares.

3.SHARE CAPITAL

3.1The share capital of the Company is an unlimited number of shares of no par value that may be issued as Ordinary Shares.

3.2The members may, by ordinary resolution alter the Company’s share capital in accordance with section 287 of the Law.

4.TRUSTS NOT RECOGNISED

4.1No person is to be recognised by the Company as holding any share upon any trust (either express, implied or constructive) and the Company is not obliged to recognise any interest in any share except an absolute right to the registered holder of that share.

5.COMPANY’S LIEN ON SHARES

5.1The Company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a :fixed time in respect of that share, and the Company shall have a :first lien on all shares (other than fully paid shares) standing registered in the name of a single person for all money payable by him or his estate to the Company. The Company’s lien on a share shall extend to all dividends payable thereon.

5.2Subject to the provisions of the Law with respect to distributions, the Board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in par exempt from the provisions of Article 5.1.

6.ENFORCING LIEN BY SALE

6.1The Company may sell, in such manner as the Board thinks fit, any share on which the Company has a lien provided that a sum in respect of which the lien exists is presently

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payable and is not paid within fourteen clear days of notice being given to the member in accordance with Article 6.2.

6.2Before exercising any right of sale under a lien the Company must:

(a)serve on the member a notice in writing demanding payment of any outstanding amount due and payable on the share within 14 clear days of the date of the notice, and

(b)the notice must state that if the notice is not complied with the shares may be sold at the discretion of the Board.

6.3To give effect to any such sale the Board may authorise some person to execute an instrument of transfer of the shares sold to or in accordance with the directions of the purchaser. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

6.4The net proceeds of the sale under Article 6.3 shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of sale.

7.CALLS ON SHARES

7.1Subject to the terms of issue of the shares:

(a)the Board may make calls upon the members in respect of any money unpaid on the shares held by the. members and each member shall pay to the Company as required by the notice the amount called upon his shares,

(b)a call is only valid if the Board gives the members at least 14 clear days notice specifying when and where payment is to be made,

(c)at the absolute discretion of the Board a call may be postponed in whole or in par and

(d)a member on whom a call is made shall remain liable for calls made upon him regardless of any subsequent transfer of his shares.

7.2A call is deemed to have been made at the tie when the resolution of the Board authorising the call was passed.

7.3The Board may on an issue of shares differentiate between holders as to the amounts and times of payment of calls on their shares.

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7.4Joint holders of shares are jointly and severally liable to pay all calls in respect of those shares.

7.5The Company may charge interest on any amount that remains unpaid from the day the call became due and payable until such time as the call is paid. That interest may be fixed by the terms of the issue of the share but if no amount is Fixed then it shall be 10% per annum. The Company may also charge the person obliged to pay the call any costs or expenses that have been incurred by the Company due to that non-payment. The Board may, at their absolute discretion, waive payment of any interest or charges under this Article 7.5.

7.6The Company may receive from any member in advance any amount uncalled and unpaid upon any shares held by that member and may, until the date on which the amount becomes payable pursuant to a call, pay interest on the amount at a rate agreed between the Board and the member.

7.7Where a call has not been paid within the time for payment, all rights and privileges attaching to that share, including the right to vote at any general meeting, are suspended until such time as the call and any interest and expenses (if any) are paid. The Board may, in its absolute discretion, waive any suspension of rights under this Article 7.7.

8.FORFEITURE OF SHARES

8.1If a call remains unpaid after it has become due and payable the Board may exercise their right to declare the share forfeit.

8.2Before exercising any right of forfeiture the Board must:

(a)serve on the member a notice in writing (a “forfeiture notice”) demanding payment of any outstanding amount due and payable on the share,

(b)the notice must name a date not less than 14 clear days after the date of the notice at which time the call must be paid, and

(c)the notice must contain a statement that if the call is not paid by the date specified in forfeiture notice, the Board may exercise a right to declare the share forfeit.

(d)the notice must state the place where payment is to be made and the accepted payment methods.

8.3If the member does not comply with the forfeiture notice the Board may, by resolution, declare that the share is forfeit. That forfeiture shall include all dividends, distributions or other money payable in respect of the forfeited share (include any interest which may have accrued and any expenses which may have been incurred by the Company in respect thereof). The forfeiture takes effect at the time of the declaration (“the date of forfeiture”).

8.4Subject to the requirements of the Law a forfeited share may be:

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(a)sold, re-allotted, or transferred to such person and on such terms and in such manner as the Board may determine,

(b)cancelled, or

(c)held as a treasure share.

8.5The holder of a share that has been forfeited ceases to be a member in respect of that share and the member’s name is deemed to have been removed from the Register on the date of forfeiture. The holder of the share remains liable to the Company for any calls made or payable on such shares on the date of forfeiture and associated interest and expenses.

8.6A declaration in writing by a director or the secretary that a share has been duly forfeited or surrendered on the date stated in the declaration shall be conclusive evidence of the facts therein against all persons claiming to be entitled. to the shares and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture or disposal of the share.

9.TRANSFERS AND REGISTRATION OF SHARES

9.1A transfer of shares shall be made in any form which the Board may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

9.2Every instrument of transfer shall be left at the registered office of the Company, or such other place as the Board may prescribe, with the certificate (if any) of every share to be transferred and such other evidence as the Board may reasonably require to prove the title of the transferor or his right to transfer the shares.

9.3The Board may refuse to register a transfer of shares or may refuse to register a transfer until such. information as the Board may require has been provided. The Board is not obliged to provide any reasons for a refusal under this Article.

9.4If the Board refuses to register a transfer of shares they shall, within a period of 2 months after the date on which the Board resolved to refuse the transfer, send to the transferor a written notice of the refusal and return the instrument of transfer to the transferor.

9.5The person transferring the shares remains the holder of the shares until the transfer is registered and the name of the person to whom they are being transferred is entered in. the Register in respect of the shares.

9.6These Articles are subject to, and do not limit or restrict the Company’s powers to transfer shares in accordance with, the Uncertifcated Securities (Enabling Provisions) (Guernsey) Law, 2005.

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10.SUSPENSION OF SHARE TRANSFERS BY THE BOARD

10.1The registration of transfers of shares may be suspended at such times and for such a period (not exceeding in aggregate 30 days in any calendar year) as the Board may determine.

11.SHARE CERTIFICATES

11.1If the Board elects to issue share certificates, within 2 months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide), every member shall be entitled to receive one certificate for all of his shares or, if the member so requests, several certificates each for one or more of his shares.

11.2Every such certificate shall be signed. in accordance with the common signature, shall specify the shares to which it relates, and the amount paid up thereon, provided that in respect of a share or shares jointly held by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

11.3If a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and the payment of the expenses of the. Company in connection with the matter and generally upon such terms as the Board shall thin fit.

12.TRANSMISSION OF SHARES

12.1Subject to the provisions of section 290 of the Law, where a member dies and that member does not own shares jointly, then the Company will recognise only the personal representative of the deceased shareholder as being entitled to the deceased member’s interest in the shares. Where a member dies and that member owned shares jointly, the Company will recognise only the surviving joint holder or holders as being entitled to the deceased members’ interest in the shares.

12.2Where a member become has his affairs declared en désastre or has a preliminary vesting order made against his Guernsey realty, becomes bankrupt, suspends payments or compounds with creditors, or is adjudged insolvent the Board shall not be obliged to register the transfer of the share to the person entitled to the shares until that person provides to the Board such information as the Board may reasonably require to establish that person’s entitlement to the shares. The person so entitled may:

(a)elect to be registered as the holder of the shares, or

(b)subject to the Law and these Articles, choose to transfer the shares to another person by giving a completed transfer form to the Company.

13.DIVIDENDS AND DISTRIBUTIONS

13.1Subject to the rights attaching to each share, the Company is not liable to pay interest or any other penalty on any dividends or distributions paid by the Company.

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13.2The Board may deduct from any dividend or distribution any sum of money which may be due from that member as a result of any unpaid call on the share, or any other debt due and owing from the member to the Company.

13.3Any dividend or distribution which has remained unclaimed for 10 years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.

13.4The Board may issue shares in lieu of dividends in accordance with section 306 of the Law.

14.APPOINTMENT AND REMOVAL OF DIRECTORS

14.1The number of Directors shall not be subject to any maximum and the minimum number until otherwise determined by the Directors.

14.2The directors shall have power at any time and from time to tie to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.

14.3If for any reason whatsoever including death, resignation, removal or unavailability, the Board may appoint a person who is willing to act as a director and, in the opinion of the Board is an appropriate person to be appointed as a director.

14.4The office of a director shall be deemed vacant if:

(a)he has been absent, without permission, from Board meetings for more than 6 months,

(b)he becomes otherwise ineligible or incapable of continuing to act as a director for whatever reason,

(c)he has had his affairs declared en désastre or has a preliminary vesting order made against his Guernsey realty, becomes bankrupt, suspends payments or compounds with creditors, or is adjudged insolvent,

(d)he is requested to resign in writing signed by all the other directors of the Company (being not less that two in number), or

(e)the members by ordinary resolution declare that he shall cease to be a director.

14.5A director (other than an alternate director) may appoint an alternate to exercise some or all of his powers as a director for a specified period. The appointment of an alternate director must be in writing and a copy of the appointment must be given to the Company. The appointment may be terminated at any time by instrument in writing signed by the appointing director a copy of which must be given to the Company. The Company shall give the alternate director notice of Board meetings if requested to do so by the

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appointing director. Where an alternate director exercises the appointing director’s powers the exercise is as effective as if the powers were exercised by the director. An alternate director shall cease to be an alternate if the director who appointed ceases to be a director.

15.REMUNERATION AND EXPENSES

15.1The members shall by ordinary resolution specify the directors’ (and where appointed the secretary’s) remuneration.

15.2Each director may be paid all expenses properly incurred in connection with the discharge of his duties as a director.

15.3An alternate director is entitled to be paid any expenses properly incurred in connection with the discharge of his duties as an alternate director including any fees agreed to be paid. An alternate director is not entitled to be otherwise remunerated unless the members approve such remuneration by ordinary resolution.

16.DELEGATION OF POWERS

16.1The Board may delegate to a committee consisting of one or more directors, any managing director, or any person holding an executive office of the Company, such of their powers as the Board considers appropriate and desirable to be exercised by such committee or officer. Any such delegation may be made on such conditions, revoked, altered, or otherwise varied as the Board think fit.

17.APPOINTMENT OF AGENT

17.1The Board may appoint any person (including any officer or employee of the Company) to act as the agent of the Company for such purpose and on such conditions as they determine, including the authority for the agent to execute documents on behalf of the Company or delegate all or any of his powers.

18.POWER OF ATTORNEY

18.1Subject to the Law, the Board may from time to time (and at any time) by power of attorney appoint any person, firm, or body of persons, whether nominated directly or indirectly by the Board, to be the attorney of the Company for such purpose and with such of the Board’s powers, authorities and discretion and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with any such attorney as the Board may thin fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

18.2A power of attorney given by the Company shall be valid if executed by the Company under the common signature of the Company.

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19.SECRETARY

19.1The members may (but are not obliged to) appoint a company secretary by ordinary resolution. For the avoidance of doubt, the members may appoint one of the directors as company secretary or appoint a person who is not a director as the company secretary.

19.2Where the members do not choose to appoint a secretary the directors may (but are not obliged to) appoint one of their number to act as both a director and company secretary.

19.3The company secretary shall car out the duties and functions contained in section 171 of the Law.

19.4The company secretary may be removed in accordance with Article 14.3 as if the company secretary were a director.

20.INDEMNITY

20.1The directors, secretary and other officers or employees of the Company shall be indemnified out of the assets of the Company to the fullest extent permitted by the Law from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any contract entered into or any act done, concurred in or omitted, in or about the execution of their duty or supposed duty or in relation thereto.

20.2An alternate director is entitled to be indemnified under this clause as if he were a director.

20.3The directors may without the sanction of the Company in general meeting authorise the purchase or maintenance by the Company for any officer or former officer of the Company of any insurance which is permitted by the Law in respect of any liability which would otherwise attach to such officer or former officer.

21.BOARD MEETINGS

21.1The directors may regulate their proceedings as they think fit and may determine amongst themselves any matter relating to the proceedings of Board meetings including:

(a)the number and frequency of meetings,

(b)the quorum required for the holding of meetings,

(c)the appointment and removal of a chairman of the Board, and

(d)the establishment of committees of the Board.

21.2Unless the directors otherwise resolve under paragraph 21.1(b) the quorum for a Board meeting shall be two directors unless the Company has a single director. In that case the single director alone is deemed to be a quorum.

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21.3Where a director and his alternate director are present, the alternate director shall not be counted as part of any quorum nor shall he be entitled to vote.

21.4Questions arising at any Board meeting shall be decided by a majority of votes. Each director is entitled to cast a single vote. In the case of an equality of votes the chairman shall have a second or casting vote.

21.5The Board may pass a resolution without convening a Board meeting if all directors entitled to vote on the resolution sign and date a document containing a statement that they are in favour of the resolution set out in the document (a “circulating resolution”). The circulating resolution may be executed by each director in counterpart. The circulating resolution is passed when the last director entitled to vote signs the circulating resolution.

22.NOTICE

22.1All members are deemed to have agreed to accept communication from the Company by electronic means unless the members notify the Company otherwise. Notice under this Article 22.1 must be in writing and signed by the member and delivered to the Company’s registered office or such other place as the Board directs.

22.2A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company is deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

22.3Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register of members, has been duly given to a person from which he derives his title.

23.EXTRAORDINARY GENERAL MEETINGS

23.1All General Meetings save those called under section 199 of the Law shall be called “Extraordinary General Meetings”.

24.GENERAL MEETINGS

24.1No business shall be transacted at any meeting unless a quorum is present in accordance with the Law and these Articles.

24.2If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened by or upon the requisition of members, shall be dissolved. If otherwise convened, it shall stand adjourned to the same day in the next week at the same time and place, or such day, time and place as the chairman may determine and, if at such adjourned meeting a quorum is not present within five minutes from the time appointed for the holding of the meeting, those members present in person or by proxy shall be a quorum.

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24.3Subject always to the Law, a member participating by video link or telephone conference call or other electronic or telephonic means of communication in a meeting at which a quorum is present shall be treated as having attended that meeting provided that the members present at the meeting can read, hear and speak to the participating member.

24.4Subject always to the Law, a video link or telephone conference call or other electronic means of communication in which a quorum of members participates and all participants can hear and speak to each other shall be a valid meeting which shall be deemed to tae place where the chairman of the meeting is present unless the members resolve otherwise.

25.ELECTION AND POWERS OF CHAIRMAN

25.1The chairman of any general meeting shall be either:

(a)the chairman of the Board,

(b)in the absence of the chairman, or if the Board has no chairman, then the Board shall nominate one of their number to preside as chairman,

(c)if neither the chairman of the Board nor the nominated director are present at the meeting then the directors present at the meeting shall elect one of their number to be the chairman,

(d)if only one director is present at the meeting then he shall be chairman of the general meeting,

(e)if no directors are present at the meeting then the Secretary; or

(f)if no directors are present at the meeting then the members present shall elect a chairman for the meeting by an ordinary resolution.

25.2The chairman of the general meeting shall conduct the meeting in such a manner as he thinks fit and may adjourn the meeting from time to time from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. In addition the chairman may limit the time for members to speak.

26.RIGHT OF DIRECTORS TO SPEAK

26.1A director of the Company shall be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company regardless of whether that director is a member of the Company. or of the relevant class of shares.

27.VOTING AND POLLS

27.1A quorum of members shall be that number or members set out in section 213 of the Law.

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27.2Unless the Board directs otherwise, the rights of a member to vote at a general meeting are suspended if that member has failed to pay any sum due and owing on his share whether that sum is due as a result of a failure to pay a call or otherwise.

27.3Voting on any resolution proposed at a general meeting shall be done on the basis of a show of hands unless a poll is demanded. Where a member is participating in a general meeting under section 217 of the Law, the chairman shall determine how that members’ vote on a show of hands shall be counted.

27.4A poll may be demanded in accordance with section 216 and may be demanded by:

(a)the chairman,

(b)at least two members having the right to vote on the resolution, or

(c)a member or members representing not less than 10% of the total voting rights of all members having the right to vote on the resolution.

27.5Subject to the provisions of the Law and a poll shall be taken as the chairman directs and he may:

(a)appoint scrutineers (who need not be members),

(b)fix a time and place for the poll and for the declaration of the results of the poll provided that neither shall take place any later than 30 days following the general meeting, and

(c)if necessary adjourn the general meeting to enable a poll to be organised.

27.6A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other questions shall be taken either immediately or at such day, time and place as the chairman directs, not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is withdrawn, the meeting shall continue as if the demand had not been made.

27.7No notice need be given of a poll not taken immediately if the day, time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days notice shall be given specifying the day time and place at which the poll is to be taken

28.PROXIES

28.1An instrument appointing a proxy shall be in writing, executed by or on behalf of the member and shall be in the form approved by the Board. The Board may resolve to permit instruments appointing proxies to be received by facsimile or email.

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28.2An instrument appointing a proxy is only valid if it is:

(a)sent to the Company’s registered office or at such other place as determined by the Directors, or

(b)sent by facsimile to the telephone number nominated by the Board of the Company if the Board resolves to accept proxy appointments by facsimile, or

(c)sent by email to the email address nominated by the Company if the Board resolves to accept proxy appointments by email.

28.3If the Board resolves under paragraph 28.2(b) or (c) to accept proxy appointments by facsimile or email then the notice of general meeting must contain the nominated facsimile number and email address.

29.BODIES CORPORATE ACTING BY REPRESENTATIVES

29.1Any body corporate which is a member of the Company may appoint such other person as it this fit to act as its representative at any meeting of the Company or of any class of members of the Company and exercise the member’s powers accordingly.

30.OMISSION OR NON-RECEIPT OF NOTICE

30.1The accidental failure to provide notice of a meeting, or to send any other document, to a person entitled to receive such notice or document shall not invalidate the proceedings at that meeting or call into question the validity of any actions, resolutions or decisions taken.

31.COMMON SIGNATURE

31.1The common signature of the Company may be either:

(a)CREDIT SUISSE GROUP (GUERNSEY) I LIMITED with the addition of the signature(s) of one or more officer(s) of the Company authorised generally or specifically by the Board for such purpose, or such other person or persons as the Board may from time to time appoint, or

(b)if the Board resolves that the Company shall have a common seal, the common seal of the Company affixed in such manner as these Articles may from time to tie provide.

32.SEAL

32.1If the Board elects to have a common seal, the Board shall provide for the safe custody of the seal which shall only be used pursuant to a resolution passed at a meeting of the Board and every instrument to which the seal is affixed shall be signed in accordance with par (a) of the common signature as set out in Article 31.1.

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33.STANDARD ARTICLES NOT TO APPLY

The standard articles prescribed by the States of Guernsey Commerce and Employment Department pursuant to section 16(2) of the Law shall not apply to the Company.

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EX-3.2

Exhibit 3.2

THE COMPANIES (GUERNSEY) LAW, 2008 (as amended)

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF INCORPORATION

of

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

Incorporated this 28th January, 2011

Carey Olsen Formations. (Guernsey) Limited
P O Box 98, Carey House
Les Banques, St. Peter Port
Guernsey GY1 4BZ, Channel Islands
Tel: +44 (0)1481 727272 Fax: +44 (0)1481 711052
www.careyolsen.com

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COMPANIES (GUERNSEY) LAW 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES WITH
UNLIMITED OBJECTS

MEMORANDUM OF INCORPORATION

1.The company’s name is CREDIT SUISSE GROUP (GUERNSEY) III LIMITED.

2.The company’s registered office is situated in Guernsey.

3.The company is a non-cellular company within the meaning of section 2(l)(c) of the Companies (Guernsey) Law 2008 (the “Law”).

4.The liability of each member of the company is limited to the amount, if any, unpaid on the shares held by him.

5.This Memorandum may be amended in accordance with the Law on such terms as may be approved by the members by ordinary resolution from time to time

We the subscribers to this memorandum of incorporation wish to form a company pursuant to this memorandum; and we agree to take the number of shares specified opposite our respective names.

Name and Address of founder member	No. of shares taken by founder member	Aggregate value of those shares	Amount paid up on those shares	Amount unpaid on those shares
Co 1 Limited Carey House, Les Banques St Peter Port Guernsey GY1 4BZ	50,000 Ordinary Share	no par value	USD50,000	Nil
Total Shares taken	50,000 Ordinary Share	No par value	USD50,000	Nil

/s/ Paul Kiddy

For and on behalf of CO 1 Limited - Director

Dated this 28th day of January 2011

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TABLE OF CONTENTS

1.	Interpretation	1
2.	Power of the board to issue shares	2
3.	Share capital	3
4.	Trusts not recognised	3
5.	Company’s lien on shares	3
6.	Enforcing lien by sale	3
7.	Calls on shares	4
8.	Forfeiture of shares	5
9.	Transfers and registration of shares	6
10.	Suspension of share transfers by the board	7
11.	Share certifcates	7
12.	Transmission of shares	7
13.	Dividends and distributions	7
14.	Appointment and removal of directors	8
15.	Remuneration and expenses	9
16.	Delegation of powers	9
17.	Appointment of agent	9
18.	Power of attorney	9
19.	Secretary	10
20.	Indemnity	10
21.	Board meetings	10
22.	Notice	11
23.	Extraordinary general meetings	11
24.	General meetings	11
25.	Election and powers of chairman	12
26.	Right of directors to speak	12
27.	Voting and polls	12
28.	Proxies	13
29.	Bodies corporate acting by representatives	14
30.	Omission or non-receipt of notice	14
31.	Common signature	14
32.	Seal	14
33.	Standard articles not to apply	15

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1.INTERPRETATION

1.1In these Articles –

“Articles” means these articles of incorporation as altered from time to time.

“Board” means the board of directors of the Company, or the board of directors present at a meeting of the Board at which a quorum is present, or present at a meeting of a committee of the board of directors.

“circulating resolution” has the meaning set out in Article 21.5.

“clear days” in relation to the period of notice means that period excluding the day when notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“Company” means the company formed under the memorandum of incorporation with the name Credit Suisse Group (Guernsey) I Limited.

“date of forfeiture” has the meaning set out in Article 8.3.

“Extraordinary General Meeting” has the meaning set out in Article 23.1,

“Law” means the Companies (Guernsey) Law, 2008.

“member” means the registered holder of a share in the company as recorded in the Register.

“person” includes an individual and a body corporate.

“Register” means the register of members kept by the company as required by section 123 of the Law.

“shares” means shares in the capital of the Company.

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Law.

1.2In these Articles:

(a)words in the singular include words in the plural and vice versa, and

(b)words imparting a gender include every other gender.

1.3These Articles must be read in conjunction with and subject to the provisions of the Law.

1.4Headings and subheadings are included only for convenience and do not affect the meaning of these Articles.

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1.5References to enactments are to such enactments as from time to time modified, reenacted or consolidated and shall include any enactments made in substitution for an enactment which is repealed and any Ordinances or Regulations made under those enactments.

2.POWER OF THE BOARD TO ISSUE SHARES

2.1Subject to the provisions of the Law, on such terms and conditions as it sees fit, the Board may:

(a)exercise the power of the Company to issue shares or grant rights to subscribe for, or convert any security into shares, in accordance with section 292 of the Law,

(b)issue shares of different types within the meaning of section 277 of the Law or . shares of different classes, and the creation or issuance of any such shares or any additional shares ranking equally with an existing type of class of share is deemed not to vary the rights of any existing member,

(c)subject to sections 342 and 348 of the Law, convert all or any classes of its shares into redeemable shares,

(d)issue shares which have a nominal or par value,

(e)issue shares of no par value,

(f)issue any number of shares they see fit,

(g)issue fractions of a share within the meaning of section 280 of the Law,

(h)make arrangements on the issue of shares to distinguish between shareholders as to the amounts and ties of payments of calls on their shares,

(i)pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others, and

(j)pay commissions in such manner and in such amounts as the Board may determine.

2.2Where the Company has issued only a single class of shares the Board may issue (or grant rights to subscribe for, or to convert into) shares in accordance with section 293 of the Law.

2.3Where the Board has resolved to issue different classes of shares, the Board has the authority to issue (or grant rights to subscribe for, or to convert into) an unlimited number of shares subject to the following:

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(a)the authority of the Board to issue shares or grant such rights under this Article 2.3 shall expire on the 5th anniversary of the incorporation of the Company unless the members, by ordinary resolution, revoke that authority,

(b)at or before the expire of the 5th anniversary of incorporation, the members may, by ordinary resolution, extend the power of the Board to issue shares or grant such rights under this Article 2.3 for further periods. Each period of extension may be for no more than 5 years, and

(c)the Company may make an offer or agreement which would or might require shares to be issued, or rights to be granted, after the authorisation has expired.

2.4The Company may hold treasury shares in accordance with the provisions of the Law.

2.5Subject to the provisions of the Law the Company may purchase its own shares and with respect to those shares, cancel them or hold them as treasury shares.

3.SHARE CAPITAL

3.1The share capital of the Company is an unlimited number of shares of no par value that may be issued as Ordinary Shares.

3.2The members may, by ordinary resolution alter the Company’s share capital in accordance with section 287 of the Law.

4.TRUSTS NOT RECOGNISED

4.1No person is to be recognised by the Company as holding any share upon any trust (either express, implied or constructive) and the Company is not obliged to recognise any interest in any share except an absolute right to the registered holder of that share.

5.COMPANY’S LIEN ON SHARES

5.1The Company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a :fixed time in respect of that share, and the Company shall have a :first lien on all shares (other than fully paid shares) standing registered in the name of a single person for all money payable by him or his estate to the Company. The Company’s lien on a share shall extend to all dividends payable thereon.

5.2Subject to the provisions of the Law with respect to distributions, the Board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in par exempt from the provisions of Article 5.1.

6.ENFORCING LIEN BY SALE

6.1The Company may sell, in such manner as the Board thinks fit, any share on which the Company has a lien provided that a sum in respect of which the lien exists is presently

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payable and is not paid within fourteen clear days of notice being given to the member in accordance with Article 6.2.

6.2Before exercising any right of sale under a lien the Company must:

(a)serve on the member a notice in writing demanding payment of any outstanding amount due and payable on the share within 14 clear days of the date of the notice, and

(b)the notice must state that if the notice is not complied with the shares may be sold at the discretion of the Board.

6.3To give effect to any such sale the Board may authorise some person to execute an instrument of transfer of the shares sold to or in accordance with the directions of the purchaser. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

6.4The net proceeds of the sale under Article 6.3 shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of sale.

7.CALLS ON SHARES

7.1Subject to the terms of issue of the shares:

(a)the Board may make calls upon the members in respect of any money unpaid on the shares held by the. members and each member shall pay to the Company as required by the notice the amount called upon his shares,

(b)a call is only valid if the Board gives the members at least 14 clear days notice specifying when and where payment is to be made,

(c)at the absolute discretion of the Board a call may be postponed in whole or in par and

(d)a member on whom a call is made shall remain liable for calls made upon him regardless of any subsequent transfer of his shares.

7.2A call is deemed to have been made at the tie when the resolution of the Board authorising the call was passed.

7.3The Board may on an issue of shares differentiate between holders as to the amounts and times of payment of calls on their shares.

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7.4Joint holders of shares are jointly and severally liable to pay all calls in respect of those shares.

7.5The Company may charge interest on any amount that remains unpaid from the day the call became due and payable until such time as the call is paid. That interest may be fixed by the terms of the issue of the share but if no amount is Fixed then it shall be 10% per annum. The Company may also charge the person obliged to pay the call any costs or expenses that have been incurred by the Company due to that non-payment. The Board may, at their absolute discretion, waive payment of any interest or charges under this Article 7.5.

7.6The Company may receive from any member in advance any amount uncalled and unpaid upon any shares held by that member and may, until the date on which the amount becomes payable pursuant to a call, pay interest on the amount at a rate agreed between the Board and the member.

7.7Where a call has not been paid within the time for payment, all rights and privileges attaching to that share, including the right to vote at any general meeting, are suspended until such time as the call and any interest and expenses (if any) are paid. The Board may, in its absolute discretion, waive any suspension of rights under this Article 7.7.

8.FORFEITURE OF SHARES

8.1If a call remains unpaid after it has become due and payable the Board may exercise their right to declare the share forfeit.

8.2Before exercising any right of forfeiture the Board must:

(a)serve on the member a notice in writing (a “forfeiture notice”) demanding payment of any outstanding amount due and payable on the share,

(b)the notice must name a date not less than 14 clear days after the date of the notice at which time the call must be paid, and

(c)the notice must contain a statement that if the call is not paid by the date specified in forfeiture notice, the Board may exercise a right to declare the share forfeit.

(d)the notice must state the place where payment is to be made and the accepted payment methods.

8.3If the member does not comply with the forfeiture notice the Board may, by resolution, declare that the share is forfeit. That forfeiture shall include all dividends, distributions or other money payable in respect of the forfeited share (include any interest which may have accrued and any expenses which may have been incurred by the Company in respect thereof). The forfeiture takes effect at the time of the declaration (“the date of forfeiture”).

8.4Subject to the requirements of the Law a forfeited share may be:

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(a)sold, re-allotted, or transferred to such person and on such terms and in such manner as the Board may determine,

(b)cancelled, or

(c)held as a treasure share.

8.5The holder of a share that has been forfeited ceases to be a member in respect of that share and the member’s name is deemed to have been removed from the Register on the date of forfeiture. The holder of the share remains liable to the Company for any calls made or payable on such shares on the date of forfeiture and associated interest and expenses.

8.6A declaration in writing by a director or the secretary that a share has been duly forfeited or surrendered on the date stated in the declaration shall be conclusive evidence of the facts therein against all persons claiming to be entitled. to the shares and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture or disposal of the share.

9.TRANSFERS AND REGISTRATION OF SHARES

9.1A transfer of shares shall be made in any form which the Board may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

9.2Every instrument of transfer shall be left at the registered office of the Company, or such other place as the Board may prescribe, with the certificate (if any) of every share to be transferred and such other evidence as the Board may reasonably require to prove the title of the transferor or his right to transfer the shares.

9.3The Board may refuse to register a transfer of shares or may refuse to register a transfer until such. information as the Board may require has been provided. The Board is not obliged to provide any reasons for a refusal under this Article.

9.4If the Board refuses to register a transfer of shares they shall, within a period of 2 months after the date on which the Board resolved to refuse the transfer, send to the transferor a written notice of the refusal and return the instrument of transfer to the transferor.

9.5The person transferring the shares remains the holder of the shares until the transfer is registered and the name of the person to whom they are being transferred is entered in. the Register in respect of the shares.

9.6These Articles are subject to, and do not limit or restrict the Company’s powers to transfer shares in accordance with, the Uncertifcated Securities (Enabling Provisions) (Guernsey) Law, 2005.

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10.SUSPENSION OF SHARE TRANSFERS BY THE BOARD

10.1The registration of transfers of shares may be suspended at such times and for such a period (not exceeding in aggregate 30 days in any calendar year) as the Board may determine.

11.SHARE CERTIFCATES

11.1If the Board elects to issue share certificates, within 2 months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide), every member shall be entitled to receive one certificate for all of his shares or, if the member so requests, several certificates each for one or more of his shares.

11.2Every such certificate shall be signed. in accordance with the common signature, shall specify the shares to which it relates, and the amount paid up thereon, provided that in respect of a share or shares jointly held by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

11.3If a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and the payment of the expenses of the. Company in connection with the matter and generally upon such terms as the Board shall thin fit.

12.TRANSMISSION OF SHARES

12.1Subject to the provisions of section 290 of the Law, where a member dies and that member does not own shares jointly, then the Company will recognise only the personal representative of the deceased shareholder as being entitled to the deceased member’s interest in the shares. Where a member dies and that member owned shares jointly, the Company will recognise only the surviving joint holder or holders as being entitled to the deceased members’ interest in the shares.

12.2Where a member become has his affairs declared en désastre or has a preliminary vesting order made against his Guernsey realty, becomes bankrupt, suspends payments or compounds with creditors, or is adjudged insolvent the Board shall not be obliged to register the transfer of the share to the person entitled to the shares until that person provides to the Board such information as the Board may reasonably require to establish that person’s entitlement to the shares. The person so entitled may:

(a)elect to be registered as the holder of the shares, or

(b)subject to the Law and these Articles, choose to transfer the shares to another person by giving a completed transfer form to the Company.

13.DIVIDENDS AND DISTRIBUTIONS

13.1Subject to the rights attaching to each share, the Company is not liable to pay interest or any other penalty on any dividends or distributions paid by the Company.

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13.2The Board may deduct from any dividend or distribution any sum of money which may be due from that member as a result of any unpaid call on the share, or any other debt due and owing from the member to the Company.

13.3Any dividend or distribution which has remained unclaimed for 10 years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.

13.4The Board may issue shares in lieu of dividends in accordance with section 306 of the Law.

14.APPOINTMENT AND REMOVAL OF DIRECTORS

14.1The number of Directors shall not be subject to any maximum and the minimum number until otherwise determined by the Directors.

14.2The directors shall have power at any time and from time to tie to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.

14.3If for any reason whatsoever including death, resignation, removal or unavailability, the Board may appoint a person who is willing to act as a director and, in the opinion of the Board is an appropriate person to be appointed as a director.

14.4The office of a director shall be deemed vacant if:

(a)he has been absent, without permission, from Board meetings for more than 6 months,

(b)he becomes otherwise ineligible or incapable of continuing to act as a director for whatever reason,

(c)he has had his affairs declared en désastre or has a preliminary vesting order made against his Guernsey realty, becomes bankrupt, suspends payments or compounds with creditors, or is adjudged insolvent,

(d)he is requested to resign in writing signed by all the other directors of the Company (being not less that two in number), or

(e)the members by ordinary resolution declare that he shall cease to be a director.

14.5A director (other than an alternate director) may appoint an alternate to exercise some or all of his powers as a director for a specified period. The appointment of an alternate director must be in writing and a copy of the appointment must be given to the Company. The appointment may be terminated at any time by instrument in writing signed by the appointing director a copy of which must be given to the Company. The Company shall give the alternate director notice of Board meetings if requested to do so by the

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appointing director. Where an alternate director exercises the appointing director’s powers the exercise is as effective as if the powers were exercised by the director. An alternate director shall cease to be an alternate if the director who appointed ceases to be a director.

15.REMUNERATION AND EXPENSES

15.1The members shall by ordinary resolution specify the directors’ (and where appointed the secretary’s) remuneration.

15.2Each director may be paid all expenses properly incurred in connection with the discharge of his duties as a director.

15.3An alternate director is entitled to be paid any expenses properly incurred in connection with the discharge of his duties as an alternate director including any fees agreed to be paid. An alternate director is not entitled to be otherwise remunerated unless the members approve such remuneration by ordinary resolution.

16.DELEGATION OF POWERS

16.1The Board may delegate to a committee consisting of one or more directors, any managing director, or any person holding an executive office of the Company, such of their powers as the Board considers appropriate and desirable to be exercised by such committee or officer. Any such delegation may be made on such conditions, revoked, altered, or otherwise varied as the Board think fit.

17.APPOINTMENT OF AGENT

17.1The Board may appoint any person (including any officer or employee of the Company) to act as the agent of the Company for such purpose and on such conditions as they determine, including the authority for the agent to execute documents on behalf of the Company or delegate all or any of his powers.

18.POWER OF ATTORNEY

18.1Subject to the Law, the Board may from time to time (and at any time) by power of attorney appoint any person, firm, or body of persons, whether nominated directly or indirectly by the Board, to be the attorney of the Company for such purpose and with such of the Board’s powers, authorities and discretion and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with any such attorney as the Board may thin fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

18.2A power of attorney given by the Company shall be valid if executed by the Company under the common signature of the Company.

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19.SECRETARY

19.1The members may (but are not obliged to) appoint a company secretary by ordinary resolution. For the avoidance of doubt, the members may appoint one of the directors as company secretary or appoint a person who is not a director as the company secretary.

19.2Where the members do not choose to appoint a secretary the directors may (but are not obliged to) appoint one of their number to act as both a director and company secretary.

19.3The company secretary shall car out the duties and functions contained in section 171 of the Law.

19.4The company secretary may be removed in accordance with Article 14.3 as if the company secretary were a director.

20.INDEMNITY

20.1The directors, secretary and other officers or employees of the Company shall be indemnified out of the assets of the Company to the fullest extent permitted by the Law from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any contract entered into or any act done, concurred in or omitted, in or about the execution of their duty or supposed duty or in relation thereto.

20.2An alternate director is entitled to be indemnified under this clause as if he were a director.

20.3The directors may without the sanction of the Company in general meeting authorise the purchase or maintenance by the Company for any officer or former officer of the Company of any insurance which is permitted by the Law in respect of any liability which would otherwise attach to such officer or former officer.

21.BOARD MEETINGS

21.1The directors may regulate their proceedings as they think fit and may determine amongst themselves any matter relating to the proceedings of Board meetings including:

(a)the number and frequency of meetings,

(b)the quorum required for the holding of meetings,

(c)the appointment and removal of a chairman of the Board, and

(d)the establishment of committees of the Board.

21.2Unless the directors otherwise resolve under paragraph 21.1(b) the quorum for a Board meeting shall be two directors unless the Company has a single director. In that case the single director alone is deemed to be a quorum.

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21.3Where a director and his alternate director are present, the alternate director shall not be counted as part of any quorum nor shall he be entitled to vote.

21.4Questions arising at any Board meeting shall be decided by a majority of votes. Each director is entitled to cast a single vote. In the case of an equality of votes the chairman shall have a second or casting vote.

21.5The Board may pass a resolution without convening a Board meeting if all directors entitled to vote on the resolution sign and date a document containing a statement that they are in favour of the resolution set out in the document (a “circulating resolution”). The circulating resolution may be executed by each director in counterpart. The circulating resolution is passed when the last director entitled to vote signs the circulating resolution.

22.NOTICE

22.1All members are deemed to have agreed to accept communication from the Company by electronic means unless the members notify the Company otherwise. Notice under this Article 22.1 must be in writing and signed by the member and delivered to the Company’s registered office or such other place as the Board directs.

22.2A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company is deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

22.3Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register of members, has been duly given to a person from which he derives his title.

23.EXTRAORDINARY GENERAL MEETINGS

23.1All General Meetings save those called under section 199 of the Law shall be called “Extraordinary General Meetings”.

24.GENERAL MEETINGS

24.1No business shall be transacted at any meeting unless a quorum is present in accordance with the Law and these Articles.

24.2If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened by or upon the requisition of members, shall be dissolved. If otherwise convened, it shall stand adjourned to the same day in the next week at the same time and place, or such day, time and place as the chairman may determine and, if at such adjourned meeting a quorum is not present within five minutes from the time appointed for the holding of the meeting, those members present in person or by proxy shall be a quorum.

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24.3Subject always to the Law, a member participating by video link or telephone conference call or other electronic or telephonic means of communication in a meeting at which a quorum is present shall be treated as having attended that meeting provided that the members present at the meeting can read, hear and speak to the participating member.

24.4Subject always to the Law, a video link or telephone conference call or other electronic means of communication in which a quorum of members participates and all participants can hear and speak to each other shall be a valid meeting which shall be deemed to tae place where the chairman of the meeting is present unless the members resolve otherwise.

25.ELECTION AND POWERS OF CHAIRMAN

25.1The chairman of any general meeting shall be either:

(a)the chairman of the Board,

(b)in the absence of the chairman, or if the Board has no chairman, then the Board shall nominate one of their number to preside as chairman,

(c)if neither the chairman of the Board nor the nominated director are present at the meeting then the directors present at the meeting shall elect one of their number to be the chairman,

(d)if only one director is present at the meeting then he shall be chairman of the general meeting,

(e)if no directors are present at the meeting then the Secretary; or

(f)if no directors are present at the meeting then the members present shall elect a chairman for the meeting by an ordinary resolution.

25.2The chairman of the general meeting shall conduct the meeting in such a manner as he thinks fit and may adjourn the meeting from time to time from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. In addition the chairman may limit the time for members to speak.

26.RIGHT OF DIRECTORS TO SPEAK

26.1A director of the Company shall be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company regardless of whether that director is a member of the Company. or of the relevant class of shares.

27.VOTING AND POLLS

27.1A quorum of members shall be that number or members set out in section 213 of the Law.

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27.2Unless the Board directs otherwise, the rights of a member to vote at a general meeting are suspended if that member has failed to pay any sum due and owing on his share whether that sum is due as a result of a failure to pay a call or otherwise.

27.3Voting on any resolution proposed at a general meeting shall be done on the basis of a show of hands unless a poll is demanded. Where a member is participating in a general meeting under section 217 of the Law, the chairman shall determine how that members’ vote on a show of hands shall be counted.

27.4A poll may be demanded in accordance with section 216 and may be demanded by:

(a)the chairman,

(b)at least two members having the right to vote on the resolution, or

(c)a member or members representing not less than 10% of the total voting rights of all members having the right to vote on the resolution.

27.5Subject to the provisions of the Law and a poll shall be taken as the chairman directs and he may:

(a)appoint scrutineers (who need not be members),

(b)fix a time and place for the poll and for the declaration of the results of the poll provided that neither shall take place any later than 30 days following the general meeting, and

(c)if necessary adjourn the general meeting to enable a poll to be organised.

27.6A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other questions shall be taken either immediately or at such day, time and place as the chairman directs, not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is withdrawn, the meeting shall continue as if the demand had not been made.

27.7No notice need be given of a poll not taken immediately if the day, time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days notice shall be given specifying the day time and place at which the poll is to be taken

28.PROXIES

28.1An instrument appointing a proxy shall be in writing, executed by or on behalf of the member and shall be in the form approved by the Board. The Board may resolve to permit instruments appointing proxies to be received by facsimile or email.

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28.2An instrument appointing a proxy is only valid if it is:

(a)sent to the Company’s registered office or at such other place as determined by the Directors, or

(b)sent by facsimile to the telephone number nominated by the Board of the Company if the Board resolves to accept proxy appointments by facsimile, or

(c)sent by email to the email address nominated by the Company if the Board resolves to accept proxy appointments by email.

28.3If the Board resolves under paragraph 28.2(b) or (c) to accept proxy appointments by facsimile or email then the notice of general meeting must contain the nominated facsimile number and email address.

29.BODIES CORPORATE ACTING BY REPRESENTATIVES

29.1Any body corporate which is a member of the Company may appoint such other person as it this fit to act as its representative at any meeting of the Company or of any class of members of the Company and exercise the member’s powers accordingly.

30.OMISSION OR NON-RECEIPT OF NOTICE

30.1The accidental failure to provide notice of a meeting, or to send any other document, to a person entitled to receive such notice or document shall not invalidate the proceedings at that meeting or call into question the validity of any actions, resolutions or decisions taken.

31.COMMON SIGNATURE

31.1The common signature of the Company may be either:

(a)CREDIT SUISSE GROUP (GUERNSEY) I LIMITED with the addition of the signature(s) of one or more officer(s) of the Company authorised generally or specifically by the Board for such purpose, or such other person or persons as the Board may from time to time appoint, or

(b)if the Board resolves that the Company shall have a common seal, the common seal of the Company affixed in such manner as these Articles may from time to tie provide.

32.SEAL

32.1If the Board elects to have a common seal, the Board shall provide for the safe custody of the seal which shall only be used pursuant to a resolution passed at a meeting of the Board and every instrument to which the seal is affixed shall be signed in accordance with par (a) of the common signature as set out in Article 31.1.

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33.STANDARD ARTICLES NOT TO APPLY

The standard articles prescribed by the States of Guernsey Commerce and Employment Department pursuant to section 16(2) of the Law shall not apply to the Company.

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EX-3.3

Exhibit 3.3

Articles of Association

of Credit Suisse Group AG

Version of April 29, 2011

I.Corporate Name, Registered Office, Duration and Purpose

Art. 1Corporate Name, RegisteredOffice and Duration

A stock corporation under the name Credit Suisse Group AG (Credit Suisse Group SA) (Credit Suisse Group Ltd.) (the “Company”) is established with its registered office in Zurich, Switzerland. Its duration is unlimited.

Art. 2Purpose

1The purpose of the Company is to hold direct or indirect interests in all types of businesses in Switzerland and abroad, in particular in the areas of banking, finance, asset management and insurance. The Company has the power to establish new businesses, acquire a majority or minority interest in existing businesses and provide related financing.

2The Company has the power to acquire, mortgage and sell real estate properties, both in Switzerland and abroad.

II.Share Capital and Shares

Art. 3Share Capital and Shares

1The fully paid-in share capital amounts to CHF 47,446,977.68 and is divided into 1,186,174,442 registered shares with a par value of CHF 0.04 each.

2Upon a resolution being passed by the General Meeting of Shareholders, registered shares may be converted into bearer shares.

3The Company may issue its shares in the form of single certificates, global certificates or uncertificated securities. The Company may convert the shares it issued in one form into another form at any time and without the approval of shareholders. Shareholders have no right to demand that issued shares be converted into another form. Shareholders may, however, at any time request that the Company issue a certificate for the registered shares that they hold according to the Share Register.

4The Company recognizes only one representative for each share.

Art. 4Share Register and Transfer of Shares

1The Company recognizes as a shareholder the person whose name is entered in the Share Register.

2A person who has acquired registered shares will, upon application, be entered without limitation in the Share Register as having voting rights provided that he or she expressly states that he or she has acquired the shares concerned in his or her own name for his or her own account.

3Any person not expressly stating in his or her application for registration that the shares concerned have been acquired for his or her own account (hereinafter “nominees”) may be entered for a maximum of 2% of the total outstanding share capital with voting rights in the Share Register. In excess of this limit, registered shares held by a nominee will only be granted voting rights if such nominee declares in writing that he or she is prepared to disclose the name, address and shareholding of any person for whose account he or she is holding 0.5% or more of the outstanding share capital. Art.10, Section 2 shall apply correspondingly to nominees who are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated.

3

4The transfer restrictions apply regardless of the way and the form in which the registered shares are kept in the accounts, and regardless of the provisions applicable to transfers.

5The transfer of intermediated securities based on the Company’s shares, and the pledging of these intermediated securities as collateral, shall be based on the provisions of the Swiss Federal Intermediated Securities Act. Transfer or pledging as collateral by means of written assignment are not permitted.

6The Board of Directors will issue the necessary directives to ensure that the aforementioned provisions are complied with.

III.Debt Capital

Art. 5Bond Issues

The Company may issue bonds, with or without security, including warrants and convertible issues, and may guarantee such issues by its subsidiaries.

IV.The Governing Bodies of the Company

Art. 6The governing bodies of the Company shall be the following:

1.The General Meeting of Shareholders;

2.The Board of Directors;

3.The Independent Auditors.

4

1. The General Meeting of Shareholders

Art. 7Authority and Duty to call a Meeting

1The General Meeting of Shareholders shall ordinarily be called by the Board of Directors.

2The ordinary General Meeting of Shareholders shall take place annually within six months after the close of the business year.

3Extraordinary General Meetings of Shareholders shall take place as necessary. One or more shareholders whose combined holdings represent at least 10 percent of the share capital can also request that a meeting be called.

4Shareholders representing shares with a par value of CHF 40,000 may require that a particular item appear on the agenda of the meeting.

5The request to call a General Meeting of Shareholders must be submitted in writing and at the same time shares of the Company representing at least 10 percent of the share capital are to be deposited. The request to include a particular item on the agenda of the meeting, together with the relevant proposals, must be submitted in writing and at the same time shares of the Company with a par value of at least CHF 40,000 are to be deposited for safekeeping. The shares are to remain in safekeeping until the day after the General Meeting of Shareholders.

6The request to include a particular item on the agenda, together with the relevant proposals, must be submitted to the Board of Directors not later than 45 days before the date of the meeting.

Art. 8Powers

The General Meeting of Shareholders has the following powers which may not be delegated. It may amend the articles of association, elect the members of the Board of Directors, elect the Independent Auditors and Special Auditors, approve the annual report, the consolidated financial statements and the annual statutory financial statements, determine the allocation of the disposable profit, formally discharge the actions of the members of the Board of Directors and pass resolutions on all matters which have been reserved to its authority by law or by these articles of association or which have been submitted to the meeting by the Board of Directors.

Art. 9Notice of Meetings

1Notice of the General Meeting of Shareholders must be given at least 20 days before the meeting takes place. Notice of the meeting is to be published in the Swiss Gazette of Commerce (Schweizerisches Handelsamtsblatt).

2The notice of the meeting must include the items on the agenda, the proposals submitted by the Board of Directors and by shareholders who have required that a meeting be held or that a particular item be included on the agenda.

3No resolutions can be passed on proposals of which due notice has not been given, with the exception of those concerning the calling of an extraordinary General Meeting or the carrying out of a special audit.

Art. 10Voting Rights

1Subject to the provisions of Art. 4, Section 3 every share carries one vote at the General Meeting of Shareholders. However, except as set out in Sections 3-5 below, the shares for which a single shareholder can directly or indirectly exercise voting rights for his or her own shares or as a proxy may not exceed 2 percent of the total outstanding share capital.

5

2For the purposes of the restrictions on voting rights as laid down in Section 1 above, legal entities, partnerships or groups of joint owners or other groups in which individuals or legal entities are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated shall be regarded as being a single shareholder. The same shall apply to individuals, legal entities or partnerships that act in concert (especially as a syndicate) with intent to evade the limitation on voting rights.

3The restrictions on voting rights do not apply to the exercise of voting rights by representatives of a governing or executive body of the company who are designated by the Company as proxies (Art. 689c CO), or by persons designated by the Company as independent proxies (Art. 689c CO), or by persons acting as proxies for deposited shares (Art. 689d CO), provided all such persons have been instructed by shareholders to act as proxies.

4Nor do the restrictions on voting rights apply to shares in respect of which the shareholder confirms to the Company in the application for registration that he or she has acquired the shares in his or her name for his or her own account and in respect of which the disclosure requirement set out in Section 6 below has been satisfied.

5In addition, the restrictions on voting rights do not apply to shares which are registered in the name of a nominee, provided that this nominee furnishes the Company with the name, address and shareholding of the person(s) (as per definition in Section 2 above) for whose account he or she holds 0.5 percent or more of the total share capital outstanding at the time and for which he or she (or the beneficial owner, as appropriate) has satisfied the disclosure requirement set out in section 6 below. The Board of Directors has the right to conclude agreements with nominees concerning both their disclosure requirement and the exercise of voting rights.

6The disclosure obligation must be discharged in accordance with Art. 20 of the Federal Act on Stock Exchange and Securities Trading of 24 March 1995 and the relevant ordinances and regulations.

7The Board of Directors shall issue regulations regarding the proof of share ownership which is necessary in order to obtain voting cards.

Art. 11Chairman/Chairwoman, Secretary

1The Chairman/Chairwoman of the Board of Directors shall chair the General Meeting of Shareholders, and, in his or her absence, a Deputy Chairman/ Chairwoman or another member designated by the Board shall take the chair.

2The General Meeting of Shareholders shall elect by a show of hands the tellers to count the votes at the meeting. Members of the Board of Directors, the Independent Auditors and employees of the Company shall not be eligible to act as tellers.

3The Board of Directors shall nominate a secretary to take the minutes.

Art. 12Quorums

1The General Meeting of Shareholders may in principle pass resolutions without regard to the number of shareholders present at the meeting or represented by proxy.

2Representation of at least half of the share capital is required for:

· conversion of registered shares into bearer shares;

· amendments to Art. 4, Section 3

· amendments to Art. 10, Sections 1-6

· dissolution of the Company.

3This Article is subject to the mandatory provisions of the law and other provisions of these articles of association.

6

Art. 13Resolutions/Required Majorities

1Resolutions and elections by the General Meeting of Shareholders require the approval of an absolute majority of the votes represented at the meeting, except as otherwise prescribed by mandatory provisions of law or by other provisions of these articles of association. In the case of an equality of votes, elections and resolutions shall be decided by the casting vote of the person chairing the meeting.

2The conversion of registered shares into bearer shares, the dissolution of the Company and amendments to Art. 4, Section 3 of these articles of association require the approval of at least three-quarters of the votes cast. Amendments to Art. 10, Sections 1-6 require the approval of at least seven-eighths of the votes cast.

3The Chairperson may allow elections and ballots to be conducted by a show of hands, by written ballot or by electronic means. He or she has all the powers required to conduct the General Meeting in an orderly fashion.

Art. 14Minutes

The person chairing the meeting and the secretary of the meeting are to sign the minutes of the meeting.

2.The Board of Directors

Art. 15Election and Term of Office

1The Board of Directors shall consist of a minimum of seven Members.

2Each Member of the Board of Directors shall be elected individually for a period of three years and shall be eligible for re-election. One year of office is understood to be the period of time from one ordinary General Meeting of Shareholders to the close of the next ordinary General Meeting.

Art. 16Powers and Responsibilities

1The Board of Directors shall decide on all matters which have not been reserved for or conferred on another governing body of the Company by law by these articles of association or by other regulations.

2The Board of Directors determines those who have signatory power and the nature of the signatory power required. A document signed on behalf of the Company is binding on the Company only when it carries the signatures of two authorized signatories.

Art. 17Delegation of Powers

The Board of Directors may delegate the management of the Company wholly or partly to committees of the Board, individual Members of the Board or third parties, in accordance with the regulations governing the conduct of business of the Company.

Art. 18Quorum/Required Majorities

1A majority of the members of the Board of Directors must be present in person in order to pass resolutions; there is no presence quorum requirement for decisions to carry out authorized capital increases, for acknowledgement of ordinary or authorized capital increases that have been carried out, or for the resultant changes to the articles of association. For resolutions carried out by circular letter, a majority of the members of the Board of Directors must cast their votes.

2Resolutions of the Board of Directors require the approval of an absolute majority of the votes cast. In the case of an equality of votes, decisions shall be determined by the casting vote of the person chairing the meeting.

7

Art. 19Minutes

Minutes shall be kept of the proceedings and resolutions of the Board of Directors. The minutes shall be signed by the person chairing the meeting and the secretary.

Art. 20Remuneration of Directors

The Board of Directors shall be appropriately remunerated for its services in an amount to be determined by itself.

3.The Independent Auditors and the Special Auditors

Art. 21Appointment and Duties

The Independent Auditors shall be elected by the General Meeting of Shareholders for one year and shall be responsible for carrying out all functions and duties incumbent upon them by law.

The special auditors shall be elected by the General Meeting of Shareholders for the term of one year and shall be responsible for the special audit reports in connection with qualified capital increases (Art. 652f CO).

V.Financial Year and Allocation of the Net Profit

Art. 22Financial Year

The Company’s financial year shall be determined by the Board of Directors.

Art. 23Allocation of disposable Profit

The allocation of the disposable profit shall be made by the General Meeting of Shareholders. The distributions of a dividend and the establishment and utilization of special reserves, if any, shall be decided by the General Meeting of Shareholders in accordance with Art. 671 ff of the Swiss Code of Obligations.

VI.Dissolution and Liquidation of the Company

Art. 24Should the Company be dissolved, the Board of Directors shall carry out the liquidation unless the General Meeting of Shareholders decides otherwise.

8

VII. Official Notices and Announcements

Art. 25Publication

1The Swiss Commercial Gazette (Schweizerisches Handelsamtsblatt) shall be the official medium for publication of the Company’s notices and announcements.

2Notices and announcements to the shareholders shall be made in the Swiss Commercial Gazette (Schweizersches Handelsamtsblatt), insofar as the law does not prescribe some other manner of publication.

VIII. Transitional Regulations

Art. 26Conditional Capital

1The Company’s share capital pursuant to Art. 3 of the Articles of Association shall be increased by an amount not exceeding CHF 20,000,000 through the issue of a maximum of 500,000,000 registered shares, to be fully paid in, each with a par value of CHF 0.04 through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, or through compulsory conversion of contingent convertible bonds (CoCos) or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, that allow for contingent compulsory conversion into shares of the Company.

Shareholders’ subscription rights are excluded. Holders of financial market instruments with conversion features and/or of warrants are entitled to subscribe to the new shares. The Board of Directors fixes the conversion/warrant conditions.

The acquisition of shares through the exercise of conversion rights and/or warrants, or through the conversion of financial market instruments with conversion features, and any subsequent transfer of the shares are subject to the restrictions set out under Art. 4 of these Articles of Association.

2Contingent capital pursuant to Art. 26 of the Articles of Association is made available, subject to para. 3, exclusively for the purpose of increasing share capital through the conversion of bonds or other financial market instruments of Credit Suisse Group AG, or any of its Group companies, that allow for contingent compulsory conversion into the Company’s shares and that are issued in order to fulfil or maintain compliance with regulatory requirements of the Company and/or any of its Group companies (contingent convertible bonds).

The Board of Directors is authorized when issuing such contingent convertible bonds to exclude shareholders’ preferential subscription rights if these bonds are issued on the national or international capital markets (including private placements with selected strategic investors).

If preferential subscription rights are restricted or excluded by resolution of the Board of Directors when contingent convertible bonds are issued:

(i) the contingent convertible bonds must be issued at prevailing market conditions,

(ii) the setting of the issue price of the new shares must take due account of the stock market price of the shares and/or comparable instruments priced by the market at the time of issue or time of conversion, and

(iii) conditional conversion features may remain in place indefinitely.

9

3Up to CHF 4,000,000 of the conditional capital pursuant to Art. 26 of the Articles of Association shall also be available for share capital increases executed through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments of Credit Suisse Group AG or any of its Group companies (equity-related financial market instruments).

The Board of Directors is authorized to exclude shareholders’ preferential subscription rights when such equity-related financial market instruments are issued provided these instruments are being issued to finance or refinance the acquisition of companies, parts of companies, participations or new investment projects, and/or if the instruments are issued on the national or international capital markets.

If shareholders’ preferential subscription rights are restricted or excluded for such equity-related financial market instruments:

(i) these equity-related financial market instruments must be issued at prevailing market conditions,

(ii) the issue price of the new shares must be set at market conditions taking due account of the stock market price of the shares and/or comparable instruments priced by the market, and

(iii) it should be possible to exercise the conversion rights for a maximum of 15 years and to exercise warrants for a maximum of 7 years from the relevant issue date.

Art. 26aDeleted

Art. 26b1The share capital as per Art. 3 of the articles of association is to be increased by not more than CHF 3,278,383.88 through the issue of a maximum of 81,959,597 registered shares with a par value of CHF 0.04 each, to be fully paid in. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 4 of the articles of association.

2The preferential subscription right of present shareholders is excluded in favor of the staff, at all levels, and of Members of the Board of Directors of Credit Suisse Group and its Group companies. The shares shall be issued in accordance with the guidelines adopted by the Board of Directors, as amended from time to time. They may be issued at a price which is below their market value.

Art. 26c

1The share capital pursuant to Art. 3 of the articles of association is to be increased by no more than CHF 201,603.84, corresponding to no more than 5,040,096 registered shares with a par value of CHF 0.04 each, to be fully paid in, through the exercise of options granted to employees at all levels of Donaldson, Lufkin & Jenrette, Inc. and its Group companies, which were rolled over in accordance with the merger agreement between Credit Suisse Group, Diamond Acquisition Corp. and Donaldson, Lufkin & Jenrette, Inc., dated August 30, 2000. The subscription ratio, time limits and further terms will be determined by the Board of Directors in accordance with the provisions of the merger agreement dated August 30, 2000. The acquisition of shares through the exercise of option rights, and any subsequent transfer of the new shares is subject after issue to the transfer restrictions laid down in Art. 4 of the articles of association.

2The preemptive rights of the current shareholders are excluded in favor of staff at all levels of Donaldson Lufkin & Jenrette and its Group companies.

10

Art. 27Authorized Capital

1The Board of Directors is authorized, at any time until April 29, 2013, to increase the share capital, as per Art. 3 of the Articles of Association by a maximum of CHF 4,000,000 through the issuance of a maximum of 100,000,000 registered shares, to be fully paid up, with a par value of CHF 0.04. Increases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be determined by the Board of Directors. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 4 of the Articles of Association.

2The Board of Directors is authorized to exclude shareholders’ subscription rights in favor of third parties if the new registered shares are used for (a) the acquisition of companies, segments of companies or participations in the banking, finance, asset management or insurance industries through an exchange of shares or (b) for financing/refinancing the acquisition of companies, segments of companies or participations in these industries, or new investment plans. Shareholders’ subscription rights relating to a maximum of 15,000,000 registered shares are excluded in favor of Credit Suisse so that Credit Suisse can fulfill its obligation to deliver shares in the Company in accordance with the terms of the USD 3.5 billion 11 % Tier 1 Capital Notes and CHF 2.5 billion 10% Tier 1 Capital Notes issued in October 2008. If commitments to service convertible bonds or bonds with warrants are assumed in connection with company take-overs or investment plans, the Board of Directors is authorized, for the purpose of fulfilling delivery commitments under such bonds, to issue new shares excluding the subscription rights of shareholders.

3Registered shares for which subscriptions rights have been granted but not exercised, are to be sold on the market at market conditions.

Art. 27aDeleted

Art. 28Deleted

Art. 28aDeleted

Art. 28bDeleted

Art. 28cDeleted

Art. 28dDeleted

Art. 28eDeleted

Art. 28fDeleted

11

Art. 28gIn accordance with the agreement on non-cash capital contribution of 25./26. August 2008, the Company has acquired from 6811965 Canada Limited, Montreal, Canada, 16’879’121 class A common shares and 1’780’000 class B supervoting shares of Asset Management Finance Corporation, Delaware, USA, with a total value and a total price of CHF 420’249’574.56. The class A common shares have a par value of USD 5 each and the class B supervoting shares have no par value. Settlement has been effected by transfer to 6811965 Canada Limited of 8’425’212 fully paid-in registered shares of the Company with a par value of CHF 0.04 per share. The issue price per share is CHF 49.88. The sum of CHF 419’912’566.08, being the amount by which the price paid exceeds the par value of the new shares (CHF 337’008.48), is retained by the Company as a share premium.

Art. 29Deleted

The above text is a translation of the original German articles of association (Statuten) which constitute the definitive text and are binding in law.

Zurich, April 29, 2011

12

CREDIT SUISSE GROUP AG

Paradeplatz 8

CH-8070 Zurich

Switzerland

www.credit-suisse.com

EX-4.1

Exhibit 4.1

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

as the Company,

CREDIT SUISSE GROUP AG,

as the Guarantor

and

HSBC BANK USA, N.A.

as Trustee

SENIOR OR SUBORDINATED GUARANTEED EXCHANGEABLE OR CONVERTIBLE

DEBT SECURITIES

INDENTURE

Dated as of May 16, 2011

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
2
Section 1.01.	Definitions	2
Section 1.02.	Other Definitions	6
Section 1.03.	Incorporation by Reference of Trust Indenture Act	6
Section 1.04.	Rules of Construction	7
ARTICLE 2
THE SECURITIES
7
Section 2.01.	Form and Dating	7
Section 2.02.	Execution and Authentication	9
Section 2.03.	Amount Unlimited; Issuable in Series	10
Section 2.04.	Denomination and Date of Convertible Securities; Payments of Interest	14
Section 2.05.	Registrar and Paying and Conversion Agent; Agents Generally	14
Section 2.06.	Paying and Conversion Agent to Hold Money in Trust	15
Section 2.07.	Transfer and Exchange	16
Section 2.08.	Replacement Convertible Securities	19
Section 2.09.	Outstanding Convertible Securities	19
Section 2.10.	Temporary Convertible Securities	20
Section 2.11.	Cancellation	21
Section 2.12.	CUSIP, CINS and ISIN Numbers	21
Section 2.13.	Defaulted Interest	21
Section 2.14.	Series May Include Tranches	21
Section 2.15.	Computation of Interest	22
Section 2.16.	ERISA	22
ARTICLE 3
REDEMPTION, SUBSTITUTION, VARIATION, REPURCHASE AND CONVERSION
22
Section 3.01.	Prior Approval of Regulator	22
Section 3.02.	Applicability of Redemption Provisions	22
Section 3.03.	Notice of Redemption; Partial Redemptions	22
Section 3.04.	Payment of Convertible Securities Called for Redemption	24
Section 3.05.	Exclusion of Certain Convertible Securities from Eligibility for Selection for Redemption	25
Section 3.06.	Repurchase at the Option of the Holders; Conversion	25
Section 3.07.	Redemption upon the Occurrence of Certain Events	25
Section 3.08.	No Redemption in Cash If Conversion Has Been Triggered	26
Section 3.09.	Purchases	26
Section 3.10.	Substitution or Variation of Terms	26

i

TABLE OF CONTENTS

(continued)

		Page
Section 3.11.	Substitution of Company	27
Section 3.12.	Conversion	28
Section 3.13.	Cancellation	29
ARTICLE 4
COVENANTS
29
Section 4.01.	Payment of Convertible Securities	29
Section 4.02.	Maintenance of Office or Agency	30
Section 4.03.	Certificate to Trustee	31
Section 4.04.	Reports by the Company and the Guarantor	31
Section 4.05.	Disclosure of Names and Addresses of Holders	32
Section 4.06.	Covenant to Repay and Trustee’s Requirements	32
ARTICLE 5
SUCCESSOR CORPORATION
33
Section 5.01.	When the Company May Merge, Etc.	33
Section 5.02.	Successor Substituted	34
ARTICLE 6
THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR
34
Section 6.01.	Guarantee	34
Section 6.02.	When the Guarantor May Merge, Etc.	39
Section 6.03.	Successor Substituted	40
ARTICLE 7
DEFAULT AND REMEDIES
40
Section 7.01.	Events of Default Under Subordinated Convertible Securities	40
Section 7.02.	Events of Default Under Senior Convertible Securities	44
Section 7.03.	Acceleration	45
Section 7.04.	Other Remedies	47
Section 7.05.	Waiver of Past Defaults	47
Section 7.06.	Control by Majority	47
Section 7.07.	Limitation on Suits	47
Section 7.08.	Rights of Holder to Receive Payment	48
Section 7.09.	Collection Suit by Trustee	48
Section 7.10.	Trustee May File Proofs of Claim	48
Section 7.11.	Application of Proceeds	49
Section 7.12.	Restoration of Rights and Remedies	50
Section 7.13.	Undertaking for Costs	50
Section 7.14.	Rights and Remedies Cumulative	50
Section 7.15.	Delay or Omission Not Waiver	50

ii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 8
TRUSTEE
51
Section 8.01.	General	51
Section 8.02.	Certain Rights of Trustee	51
Section 8.03.	Individual Rights of Trustee	53
Section 8.04.	Trustee’s Disclaimer	54
Section 8.05.	Notice of Default	54
Section 8.06.	Reports by Trustee to Holders	54
Section 8.07.	Compensation and Indemnity	55
Section 8.08.	Replacement of Trustee	55
Section 8.09.	Successor Trustee by Merger, Etc.	57
Section 8.10.	Eligibility	57
Section 8.11.	Money and other Assets Held in Trust	57
Section 8.12.	Disqualification, Conflicting Interests	57
ARTICLE 9
DISCHARGE OF INDENTURE
57
Section 9.01.	Defeasance within One Year of Payment	57
Section 9.02.	Defeasance	58
Section 9.03.	Covenant Defeasance	59
Section 9.04.	Application of Trust Money	60
Section 9.05.	Repayment to Company and the Guarantor	61
ARTICLE 10
AMENDMENTS, SUPPLEMENTS AND WAIVERS
61
Section 10.01.	Without Consent of Holders	61
Section 10.02.	With Consent of Holders	62
Section 10.03.	Revocation and Effect of Consent	63
Section 10.04.	Notation on or Exchange of Convertible Securities	64
Section 10.05.	Trustee to Sign Amendments, Etc.	64
Section 10.06.	Conformity with Trust Indenture Act	65
ARTICLE 11
STATUS AND SUBORDINATION OF THE CONVERTIBLE SECURITIES
65
Section 11.01.	Status	65
Section 11.02.	Holders to be Subrogated to Rights of Senior Indebtedness	65
Section 11.03.	Obligations of the Company Unconditional	66
Section 11.04.	Trustee Entitled to Assume Payments not Prohibited in Absence of Notice	66

iii

TABLE OF CONTENTS

(continued)

		Page
Section 11.05.	Application by Trustee of Assets Deposited with it	67
Section 11.06.	Subordination Rights not Impaired by Acts or Omissions of the Company, the Trustee, Holders of Senior Indebtedness or Holders	67
Section 11.07.	Claims Filed on Behalf of the Holders	68
Section 11.08.	Right of Trustee to Hold Senior Indebtedness	68
Section 11.09.	Article 11 Not to Prevent Events of Default	68
Section 11.10.	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	68
Section 11.11.	Agreement of the Holders	69
ARTICLE 12
STATUS AND SUBORDINATION OF THE GUARANTEE
69
Section 12.01.	Status	69
Section 12.02.	Holders to be Subrogated to Rights of Guarantor Senior Indebtedness	69
Section 12.03.	Obligations of the Guarantor Unconditional	70
Section 12.04.	Trustee Entitled to Assume Payments not Prohibited in Absence of Notice	71
Section 12.05.	Application by Trustee of Assets Deposited with it	71
Section 12.06.	Subordination Rights not Impaired by Acts or Omissions of the Guarantor, the Company, the Trustee, Holders of Guarantor Senior Indebtedness or Securityholders	71
Section 12.07.	Securityholders Authorize Trustee to Effectuate Subordination of Subordinated Guarantee	72
Section 12.08.	Right of Trustee to Hold Guarantor Senior Indebtedness	73
Section 12.09.	Article 12 Not to Prevent Events of Default	73
Section 12.10.	No Fiduciary Duty of Trustee to Holders of Guarantor Senior Indebtedness	73
Section 12.11.	Agreement of the Holders	73
ARTICLE 13
TAXATION
73
Section 13.01.	Taxation	73
Section 13.02.	Tax Redemption	76
ARTICLE 14
MEETINGS OF HOLDERS
76
Section 14.01.	Purposes of Meetings	76
Section 14.02.	Place of Meetings	77
Section 14.03.	Call and Notice of Meetings	77
Section 14.04.	Voting at Meetings	77
Section 14.05.	Voting Rights, Conduct and Adjournment	78
Section 14.06.	Meetings after Substitution Date	80

iv

TABLE OF CONTENTS

(continued)

		Page
ARTICLE 15
MISCELLANEOUS
80
Section 15.01.	Trust Indenture Act of 1939	80
Section 15.02.	Notices	80
Section 15.03.	Certificate and Opinion as to Conditions Precedent	81
Section 15.04.	Statements Required in Certificate or Opinion	82
Section 15.05.	Evidence of Ownership	82
Section 15.06.	Currency Indemnitee	83
Section 15.07.	No Set-Off	83
Section 15.08.	Prescription	83
Section 15.09.	No Security	84
Section 15.10.	No Government Guarantee	84
Section 15.11.	Rules by Trustee, Paying and Conversion Agent or Registrar	84
Section 15.12.	Payment Date other than a Business Day	84
Section 15.13.	Governing Law; Jurisdiction and Services of Process; Sovereign Immunity	84
Section 15.14.	No Adverse Interpretation of Other Agreements	85
Section 15.15.	Successors	86
Section 15.16.	Duplicate Originals	86
Section 15.17.	Separability	86
Section 15.18.	Table of Contents, Headings, Etc.	86
Section 15.19.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	86
Section 15.20.	Waiver of Trial by Jury	86

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SENIOR OR SUBORDINATED GUARANTEED EXCHANGEABLE OR CONVERTIBLE DEBT SECURITIES INDENTURE, dated as of May 16, 2011, between CREDIT SUISSE GROUP (GUERNSEY) I LIMITED, a Guernsey incorporated non-cellular company limited by shares, as the Company, CREDIT SUISSE GROUP AG, a global financial services holding company domiciled in Switzerland, as the Guarantor, and HSBC BANK USA, N.A., a national banking association, as the Trustee.

RECITALS OF THE COMPANY AND THE GUARANTOR

WHEREAS, the Company has duly authorized the issue from time to time of its senior or subordinated guaranteed exchangeable or convertible debt securities convertible or exchangeable into shares or American depositary shares of the Guarantor to be issued in one or more series (the “Convertible Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration of the Convertible Securities, the Company has duly authorized the execution and delivery of this Indenture;

WHEREAS, the Guarantor has duly authorized the issue from time to time of its shares or American depositary shares upon conversion or exchange of the Convertible Securities and the Guarantee of the Convertible Securities, each as may from time to time be authorized in accordance with the terms of this Indenture and the Guarantor has duly authorized the execution and delivery of this Indenture;

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

WHEREAS, all acts and things necessary to make the Guarantee of the Convertible Securities, as in this Indenture provided, the valid, binding and legal obligation of the Guarantor, and to constitute a valid Guarantee and agreement according to its terms, have been done and performed, and the execution by the Guarantor of this Indenture has in all respects been duly authorized;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Convertible Securities by the holders thereof, the Company, the Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Convertible Securities or of any and all series thereof and of the Coupons, if any, appertaining thereto as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

“Agent” means any Registrar, Paying and Conversion Agent, transfer agent, calculation agent, share delivery agent or Authenticating Agent.

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

“Arrangement and Reconstruction” shall have the meaning given by Part VIII of the Companies Law.

“Authorized Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Luxembourg, as applicable.  If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

“Authorized Person” means, with respect to the Company, any director or company secretary or any Authorized Signatory as may be designated as an “Authorized Person” by the directors of the Company, and, with respect to the Guarantor, the Chief Financial Officer of the Guarantor and such other officers or employees of the Guarantor or any of its respective branches or affiliates as may be designated as “Authorized Persons” by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor as certified from time to time by the Secretary of the Board of Directors of the Guarantor.

“Board Resolution” means one or more resolutions of the board of directors of the Company or the Guarantor, as applicable, or any authorized committee of the Company or the Guarantor, as applicable, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.

“Business Day” means, with respect to any Convertible Security, any day that is not a Saturday or Sunday or 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 or in The City of Zurich, or in The Island of Guernsey.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

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“Companies Law” means the Companies (Guernsey) Law, 2008 (as amended).

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture and thereafter means the successor.

“Convertible Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture and, unless the context indicates otherwise, shall not include any Coupon appertaining thereto.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at 10 East 40th Street, New York, New York 10016, Attention:  Corporate Trust and Loan Agency.

“Coupon” means any interest coupon appertaining to a Convertible Security.

“Covenant Enforcement Event” means a default or breach referred to in Section 7.01(a)(iii) or 7.01(b)(iv) after the giving of notice and the passage of time referred to in such Sections.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default as defined in Section 7.01 or 7.02.

“Depositary” means, with respect to the Convertible Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Convertible Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

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

“Group” means Credit Suisse Group AG together with, from time to time, its consolidated subsidiaries and any and all other entities included in its consolidated capital adequacy reports prepared pursuant to prevailing capital adequacy laws and regulations to which it is subject at such time.

“Guarantee” means the guarantee of the Guarantor as endorsed on each Convertible Security authenticated and delivered pursuant to this Indenture and shall include the applicable guarantee of the Guarantor set forth in Section 6.01 of this Indenture and shall include all other obligations and covenants of the Guarantor contained in this Indenture and any Convertible Securities.

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“Guarantor” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 6 of this Indenture and thereafter means the successor.

“Holder” or “Securityholder” means the registered holder of any Convertible Security with respect to Registered Securities and the bearer of any Unregistered Securities or any Coupons appertaining thereto, as the case may be.

“IFRS” means the International Financial Reporting Standards in effect as of any relevant date.

“Indenture” means this Indenture as originally executed or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Convertible Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.

“Officers’ Certificate” means a certificate signed by any two Authorized Persons of the Company or of the Guarantor, as the case may be, complying with Section 15.04 and delivered to the Trustee.  Each such certificate shall comply with Section 314 of the Trust Indenture Act and include (except as otherwise expressly provided in this Indenture) the statements provided in Section 15.04, if and to the extent required thereby.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company or to the Guarantor, or to both, as the case may be, satisfactory to the Trustee and complying with Section 15.04.  Each such opinion shall comply with Section 314 of the Trust Indenture Act and include the statements provided in Section 15.04, if and to the extent required thereby.

“Periodic Offering” means an offering of Convertible Securities of a series from time to time, the specific terms of which Convertible Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof, the redemption provisions, if any, and the conversion or exchange provisions with respect thereto, are to be determined by the Company or its agents upon the issuance of such Convertible Securities.

“Person” means an individual, a corporation, a partnership, a limited partnership, a foundation, a limited liability company, a protected cell company, an incorporated cell of an incorporated cell company, an incorporated cell company, an association, a trust, a branch or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Principal” of a Convertible Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Convertible Security.

“Registered Global Security” means a Convertible Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

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“Registered Security” means any Convertible Security registered on the Security Register (as defined in Section 2.05).

“Responsible Officer”, when used with respect to the Trustee, means an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Subsidiary” means a direct or indirect subsidiary within the meaning of applicable Swiss law.

“Substitution Date” means any date on which the Company, without the consent of the Holders or the Trustee, substitutes the Guarantor for itself as principal debtor under the Convertible Securities in accordance with the provisions of Section 3.11 hereof, provided that no payment in respect of the Convertible Securities is at the relevant time overdue.

“Tax Jurisdiction” means Guernsey and/or Switzerland, as the context shall require, as well as any jurisdiction which is the site of incorporation, organization or formation of any successor under Section 5.02(a).

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article 8 and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Convertible Securities of any series shall mean the Trustee with respect to Convertible Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as it may be amended from time to time.

“Unregistered Security” means any Convertible Security other than a Registered Security.

“U.S. GAAP” means the generally accepted accounting principles in the United States.

“U.S. Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or Principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or Principal of the U.S. Government Obligation evidenced by such depositary receipt.

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Section 1.02.Other Definitions.  Each of the following terms is defined in the section set forth opposite such term:

TERM	SECTION
Additional Amounts	13.01
Authenticating Agent	2.02
Authorized Agent	15.13
cash transaction	8.03
conflicting interest	8.12
Company Subordinated Event of Default	7.01
Code	2.16
Dollars	4.02
Due Date	15.08
ERISA	2.16
Events of Default	7.02
FINMA	3.01
Guarantor Subordinated Event of Default	7.01
Guarantor Senior Indebtedness	12.02
Guernsey Savings Tax Agreement	13.01
Paying and Conversion Agent	2.05
Plan	2.16
plan assets	2.16
Proceedings	15.13
record date	2.04
Registrar	2.05
Required Currency	15.06
Security Register	2.05
self-liquidating paper	8.03
Senior Event of Default	7.02
Senior Indebtedness	11.02
Settlement Shares Depository	2.02
Similar Law	2.16
Subordinated Events of Default	7.01
Subordinated Guarantee	12.01
Subordinated Securities	11.01
Swiss Savings Tax Agreement	13.01
Taxes	13.01
tranche	2.14

Section 1.03.Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.  The following terms used in this Indenture that are defined by the Trust Indenture Act have the following meanings:

“indenture securities” means the Convertible Securities and the Guarantee;

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“indenture security holder” means a Holder or a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company or the Guarantor, as the case may be, or any other obligor on the Convertible Securities or on the Guarantee.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.  If any provision of this Indenture limits, qualifies or conflicts with another provision hereof that is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.04.Rules of Construction.  Unless the context otherwise requires:

(a)an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP, IFRS or such other generally accepted accounting principles under which the Guarantor or the Company, as applicable, may in the future prepare its financial statements;

(b)words in the singular include the plural, and words in the plural include the singular;

(c)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(d)all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(e)use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include, where appropriate, the other pronouns.

ARTICLE 2

THE SECURITIES

Section 2.01.Form and Dating.  The Convertible Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as is attached hereto as Annex I or as shall be established and constituted by or pursuant to one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or

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otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the Authorized Persons executing such Convertible Securities as evidenced by their execution of the Convertible Securities.  Unless otherwise so established, Unregistered Securities shall have Coupons attached.

The Company will deposit the Registered Global Securities initially representing the Convertible Securities of each series with the Trustee, as custodian for the Depositary, and will register the Convertible Securities of such series in the name of Cede & Co., the Depositary’s nominee.

Each Registered Global Security shall represent such of the outstanding Convertible Securities of each series as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Convertible Securities of such series from time to time endorsed thereon and that the aggregate amount of outstanding Convertible Securities of such series 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 Convertible Securities of such series 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.

Except as set forth in Section 2.07, 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 or any applicable indenture supplemental hereto 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 Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee or any Agent Member or other agent of the Company, the Guarantor 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 Guarantor, 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 Convertible Securities or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Convertible Securities (or other security or property) under or with respect to the Convertible Securities.  The Company, the Guarantor, the Registrar and the Trustee may rely (and shall be fully protected in relying) upon information furnished by the Depositary with

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respect to its Agent Members, participants and any beneficial owners in the Convertible Securities.

Section 2.02.Execution and Authentication.  The Convertible Securities and, if applicable, each Coupon appertaining thereto, shall be executed on behalf of the Company, and the Guarantee shall be executed on behalf of the Guarantor, by two of their respective Authorized Persons by facsimile or manual signature in the name and on behalf of the Company and of the Guarantor, as the case may be.  If an Authorized Person whose signature is on a Convertible Security and, if applicable, the Coupon appertaining thereto, or the Guarantee no longer holds that office at the time the Convertible Security is authenticated or at the time the Convertible Security on which the Guarantee is endorsed is authenticated, the Convertible Security or Coupon or the Guarantee shall nevertheless be valid and binding on the Company and the Guarantor.

The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Convertible Securities.  The Authenticating Agent may authenticate Convertible Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

A Convertible Security and, if applicable, each Coupon appertaining thereto, shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Convertible Security.  The signature shall be conclusive evidence that the Convertible Security has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Securities of any series having attached thereto appropriate Coupons, if any, executed by the Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Securities to or upon the written order of the Company.  In authenticating any Convertible Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Convertible Securities of such series, and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a)the executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Convertible Securities of that series were established;

(b)an Officers’ Certificate of the Company and the Guarantor setting forth the form or forms and terms of the Convertible Securities and the Guarantee thereof, stating that the form or forms and terms of the Convertible Securities and, if applicable, each Coupon appertaining thereto, of such series have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and

(c)an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Convertible Securities and, if applicable, each

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Coupon appertaining thereto, of such series and the Guarantee thereof have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Convertible Securities and, if applicable, each Coupon appertaining thereto, and the Guarantee thereof have been duly authorized and executed and, if the Convertible Security shall have been authenticated, or in the case of the Guarantee, if the Convertible Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, shall be entitled to the benefits of the Indenture and shall be valid and binding obligations of the Company and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, Arrangements and Reconstruction, liquidation, désastre, administration, droit de division, droit de discussion, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and as to such other matters as shall be specified therein.

If the form or forms and terms of the Convertible Securities and, if applicable, each Coupon appertaining thereto, of any series have been established otherwise than by a supplemental indenture, the Trustee shall not be required to authenticate such Convertible Securities if the issue of such Convertible Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Convertible Securities and this Indenture or otherwise.

If the Company shall establish pursuant to Section 2.03 that the Convertible Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and make available for delivery one or more Registered Global Securities, having a Guarantee executed by the Guarantor endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:

“Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible 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.”

Section 2.03.Amount Unlimited; Issuable in Series.  The aggregate principal amount of Convertible Securities which may be authenticated and delivered under this Indenture is unlimited.

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The Convertible Securities may be issued in one or more series.  There shall be established and constituted in or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Convertible Securities of any series (subject to the last sentence of this Section 2.03):

(a)the designation of the Convertible Securities of the series, which shall distinguish the Convertible Securities of the series from the Convertible Securities of all other series;

(b)whether and to what extent such series shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Company or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Company’s obligations, including other specific provisions relating to subordination;

(c)whether and to what extent the Guarantee shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Guarantor’s obligations, including other specific provisions relating to subordination;

(d)any limit upon the aggregate principal amount of the Convertible Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Convertible Securities of that series (except for Convertible Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Convertible Securities of the series pursuant hereto);

(e)the date or dates on which the Principal of the Convertible Securities of the series is payable (which date or dates may be fixed or are subject to extension);

(f)the rate or rates (which may be fixed or variable) per annum at which the Convertible Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined, including provisions regarding any dates on which the rate of interest is reset, if any;

(g)if other than as provided in Section 4.02, the place or places where the Principal of and any interest on Convertible Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange or conversion, notices, demands to or upon the Company in respect of the Convertible Securities of the series and this Indenture may be served and notice to Holders may be published;

(h)the right, if any, of the Company to redeem Convertible Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which Convertible Securities of the series may be so redeemed (which may include, but shall not be limited to, optional redemptions, redemptions due

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to regulatory events, redemptions due to taxation events, redemptions due to capital events or redemptions due to takeover events);

(i)the obligation, if any, of the Company to redeem, purchase or repay Convertible Securities of the series pursuant to any mandatory redemption or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Convertible Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, including provisions, if any, for the establishment and maintenance of a mandatory or optional sinking fund;

(j)if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Convertible Securities of the series shall be issuable;

(k)if other than the entire principal amount thereof, the portion of the principal amount of Convertible Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(l)if other than the coin or currency in which the Convertible Securities of the series are denominated, the coin or currency in which payment of the Principal of or interest on the Convertible Securities of the series shall be payable or if the amount of payments of Principal of and/or interest on the Convertible Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Convertible Securities of the series are denominated, the manner in which such amounts shall be determined;

(m)if payment of the Principal of and interest on the Convertible Securities of the series shall be payable in currency or currencies other than the currency of the United States, the manner in which any such currency shall be valued against other currencies in which any other Convertible Securities shall be payable;

(n)whether the Convertible Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Convertible Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(o)whether and under what circumstances the Company will pay Additional Amounts on the Convertible Securities in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Convertible Securities rather than pay such Additional Amounts;

(p)if the Convertible Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Convertible Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

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(q)any trustees, depositaries, authenticating or paying agents, conversion agents, calculation agents, share delivery agents, transfer agents or the registrar or any other agents with respect to the Convertible Securities of the series;

(r)provisions, if any, for the defeasance of the Convertible Securities of the series (including provisions permitting defeasance of less than all Convertible Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 9;

(s)if the Convertible Securities of the series are issuable in whole or in part as one or more Registered Global Securities, the identity of the Depositary for such Registered Global Security or Convertible Securities;

(t)any other events of default or covenants of the Company or the Guarantor with respect to the Convertible Securities of the series or any Guarantee endorsed thereon, including acceleration provisions (to the extent they differ from those described in Article 7) or any covenants applicable to the shares or American depositary shares to be issued upon conversion of the Convertible Securities;

(u)under what circumstances the Holders are permitted or required to convert or exchange the Convertible Securities into or for other securities of the Guarantor or of another entity, and if so, the terms relating to such conversion or exchange, including whether the Convertible Securities will be convertible into shares or American depositary shares of the Guarantor and the terms of any such conversion, including (but not limited to) terms regarding accrued conversion interest, conversion price, conversion adjustments, rounding, fractions, settlement, delivery and taxes;

(v)under what conditions, if any, the Company may be substituted as issuer of the Convertible Securities of the series by the Guarantor or another entity, in accordance with Section 3.11, and under what conditions, if any, the terms of Convertible Securities of the series may be varied or such Convertible Securities may be substituted under Section 3.10;

(w)provisions relating to meetings of holders, to the extent different from those outlined in Article 14;

(x)whether and under what circumstances the Convertible Securities of the series will be issued as original issue discount securities; and

(y)any other terms of the Convertible Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All Convertible Securities of any one series and Coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided in the applicable indenture supplemental hereto.  All Convertible Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, or in any such indenture supplemental hereto and any forms and terms of Convertible Securities to be issued from time to time may be completed and established

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from time to time prior to the issuance thereof by procedures described in such supplemental indenture.

Section 2.04.Denomination and Date of Convertible Securities; Payments of Interest.  The Convertible Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Convertible Securities of any series, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Convertible Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Authorized Persons of the Company and the Guarantor executing the Convertible Securities and the Guarantee, as applicable, may determine, as evidenced by their execution thereof.

Each Convertible Security shall be dated the date of its authentication.  The Convertible Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.03.

The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply.  The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Convertible Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, (i) for so long as such series of the Convertible Securities are in the form of one or more Registered Global Securities, three Business Days prior to the relevant interest payment date and (ii) in the event that any Convertible Securities of such series 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.

Section 2.05.Registrar and Paying and Conversion Agent; Agents Generally.  The Company shall maintain an office or agency where Convertible Securities may be presented for registration, conversion, registration of transfer or exchange (the “Registrar”) and the Company and the Guarantor shall maintain an office or agency where Convertible Securities may be presented for payment or where, in the case of the Guarantor, Convertible Securities may be presented for payment and conversion under the Guarantees endorsed thereon (the “Paying and Conversion Agent”), which shall be in the Borough of Manhattan, The City of New York.  The Company shall cause the Registrar to keep a register of the Registered Securities and of their registration, conversion, transfer and exchange (the “Security Register”).  The Company and the Guarantor may have one or more additional Paying and Conversion Agents, calculation agents, share delivery agents or transfer agents with respect to any series.

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The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture.  The agreement shall implement the provisions of this Indenture and the Trust Indenture Act that relate to such Agent.  The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent.  If the Company fails to maintain a Registrar or if the Company or the Guarantor fail to maintain a Paying and Conversion Agent, the Trustee shall act as such.  The Company or the Guarantor may remove any Agent appointed by it upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company or the Guarantor and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso.  The Company, the Guarantor or any affiliate of the Company or the Guarantor may act as Paying and Conversion Agent or Registrar; provided that neither the Company, the Guarantor nor an affiliate of the Company or the Guarantor shall act as Paying and Conversion Agent in connection with the defeasance of the Convertible Securities or the discharge of this Indenture under Article 9.

The Company initially appoints the Trustee as Registrar and Authenticating Agent and the Company and the Guarantor initially appoint the Trustee as Paying and Conversion Agent.  If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

Section 2.06.Paying and Conversion Agent to Hold Money in Trust.  Not later than 10:00 a.m., New York City time, on each due date of any Principal or interest on any Convertible Securities, the Company shall deposit with the Paying and Conversion Agent money in immediately available funds sufficient to pay such Principal or interest.  The Company shall require each Paying and Conversion Agent other than the Trustee to agree in writing that such Paying and Conversion Agent shall hold in trust for the benefit of the Holders of such Convertible Securities or the Trustee all money held by the Paying and Conversion Agent for the payment of Principal of and interest on such Convertible Securities and shall promptly notify the Trustee in writing of any default in making any such payment.  The Company at any time may require a Paying and Conversion Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying and Conversion Agent, require such Paying and Conversion Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon doing so, the Paying and Conversion Agent shall have no further liability for the money so paid over to the Trustee.  If the Company, the Guarantor or any affiliate of the Company or the Guarantor acts as Paying and Conversion Agent, it will, on or before each due date of any Principal of or interest on any Convertible Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

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Section 2.07.Transfer and Exchange.  Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided.  If the Convertible Securities of any series are issued in both registered and unregistered form, except as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided.

At the option of the Holder thereof, if Unregistered Securities of any series, maturity date and interest rate are issued in more than one authorized denomination, except as otherwise established pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and of the same tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided.  Registered Securities of any series may not be exchanged for Unregistered Securities of such series.

Whenever any Convertible Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Convertible Securities, having a Guarantee executed by the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive.

Upon surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, having a Guarantee executed by the Guarantor endorsed thereon, of any authorized denominations and of like tenor and aggregate principal amount.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or

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instruments of transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the holder or his attorney duly authorized in writing.

The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Convertible Securities.  No service charge shall be made for any such transaction.

Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, a Registered Global Security representing all or a portion of the Convertible Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities.  If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and make available for delivery Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, having a Guarantee executed by the Guarantor endorsed thereon, in exchange for such Registered Global Securities.

The Company may at any time and in its sole discretion determine that any Registered Global Securities of any series shall no longer be maintained in global form.  If an Event of Default has occurred with regard to the Convertible Securities of any series and has not been cured or waived, a Holder may elect that its beneficial interest in the Convertible Securities of such series 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 Registered Securities of such series and tenor, will authenticate and make available for delivery, Registered Securities of such series and tenor in any authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Securities or beneficial interest, having a Guarantee executed by the Guarantor endorsed thereon, in exchange for such Registered Global Securities or beneficial interest.

Any time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities, having a Guarantee executed by the Guarantor endorsed thereon, without the legend required by Section 2.02 and the

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Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture.

If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary.  Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service charge,

(i)to the Person specified by such Depositary new Registered Securities of the same series and tenor, having a Guarantee executed by the Guarantor endorsed thereon, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(ii)to such Depositary a new Registered Global Security, having a Guarantee executed by the Guarantor endorsed thereon, in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above.

Registered Securities issued in exchange for a Registered Global Security, having a Guarantee executed by the Guarantor endorsed thereon, pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing.  The Trustee or such agent shall deliver such Convertible Securities to or as directed in writing by the Persons in whose names such Convertible Securities are so registered.

All Convertible Securities (including the Guarantee endorsed thereon) issued upon any transfer or exchange of Convertible Securities shall be valid obligations of the Company and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture and the Guarantee endorsed thereon, as the Convertible Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the forms or terms of any Convertible Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Company or to the Guarantor (such as, for example, the imposition of any excise tax on the Company or the Guarantor) under then applicable United States Federal income tax laws.  The Trustee and any such agent shall be entitled to rely conclusively on an Officers’ Certificate or an Opinion of Counsel in determining such result.

The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Convertible Securities of any series for a period of (x) 15 days prior to the date of

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a selection of such Convertible Securities for redemption, (y) 15 days prior to the settlement date for a conversion, as specified in any applicable indenture supplemental hereto or (z) seven days ending on (and including) any record date or (ii) to register the transfer of or exchange any Convertible Security selected for redemption in whole or in part.

Section 2.08.Replacement Convertible Securities.  If a defaced or mutilated Convertible Security or Coupon of any series is surrendered to the Trustee or if a Holder claims that its Convertible Security or Coupon of any series has been lost, destroyed or wrongfully taken and presents to the Trustee, the Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Convertible Security or Coupon, the Company shall issue and the Trustee shall authenticate a replacement Convertible Security of such series and tenor and principal amount, with Coupons corresponding to the Coupons appertaining to the Convertible Securities so lost, destroyed or wrongfully taken, or in exchange or substitution for the Convertible Security to which such mutilated, defaced, destroyed, lost or wrongfully taken Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or wrongfully taken, in each case having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding.  An indemnity bond must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Convertible Security or Coupon is replaced.  The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Convertible Security or Coupon.  In case any such mutilated, defaced, lost, destroyed or wrongfully taken Convertible Security or Coupon has become or is about to become due and payable, the Company and the Guarantor in their discretion may pay such Convertible Security or the relevant Coupon instead of issuing a new Convertible Security (with the Guarantee endorsed thereon) or Coupon in replacement thereof.

Every replacement Convertible Security (including the Guarantee endorsed thereon) or Coupon is an additional obligation of the Company and the Guarantor and shall be entitled to the benefits of this Indenture equally and proportionately with any and all other Convertible Securities or Coupons of such series and the Guarantee endorsed thereon duly authenticated and delivered hereunder.

To the extent permitted by law, the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Convertible Securities and Coupons.

Section 2.09.Outstanding Convertible Securities.  Convertible Securities outstanding at any time are all Convertible Securities that have been authenticated by the Trustee except for those Convertible Securities canceled by it, those Convertible Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those Convertible Securities described in this Section as not outstanding.

If a Convertible Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee, the Company and the Guarantor receive proof satisfactory to them that the replaced Convertible Security is held by a holder in due course.

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If the Paying and Conversion Agent (other than the Company, the Guarantor or an affiliate of the Company or the Guarantor) holds on the maturity date, conversion date, exchange date, or any redemption date or date for repurchase of the Convertible Securities money sufficient to pay Convertible Securities payable or to be redeemed or repurchased on such date, then on and after such date such Convertible Securities shall cease to be outstanding and interest on them shall cease to accrue.

A Convertible Security does not cease to be outstanding because the Company, the Guarantor or one of the affiliates of the Company or the Guarantor holds such Convertible Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Convertible Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Convertible Securities owned by the Company, the Guarantor or any affiliate of the Company or the Guarantor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Convertible Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded.  Any Convertible Securities so owned which are pledged by the Company, the Guarantor, or any affiliate of the Company or the Guarantor, as security for loans or other obligations, otherwise than to another such affiliate of the Company or the Guarantor, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its discretion the right to vote such securities, uncontrolled by the Company, the Guarantor or any such affiliate.

Section 2.10.Temporary Convertible Securities.  Until definitive Convertible Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Convertible Securities of such series, having the Guarantee of the Guarantor endorsed thereon.  Temporary Convertible Securities of any series shall be substantially in the form of definitive Convertible Securities of such series, but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Authorized Persons of the Company and the Guarantor executing the temporary Convertible Securities or the Guarantee endorsed thereon, as evidenced by their execution of such temporary Convertible Securities or Guarantee, as applicable.  If temporary Convertible Securities of any series are issued, the Company will cause definitive Convertible Securities of such series, having the Guarantee of the Guarantor endorsed thereon to be prepared without unreasonable delay.  After the preparation of definitive Convertible Securities of any series, the temporary Convertible Securities of such series shall be exchangeable for definitive Convertible Securities of such series and tenor upon surrender of such temporary Convertible Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Convertible Securities of any series the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of definitive Convertible Securities of such series and tenor and authorized denominations, having a Guarantee executed by the Guarantor endorsed thereon.  Until so exchanged, the temporary Convertible Securities of any series shall be entitled to the same benefits under this Indenture as definitive Convertible Securities of such series.

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Section 2.11.Cancellation.  The Company or the Guarantor at any time may deliver to the Trustee for cancellation any Convertible Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Convertible Securities previously authenticated hereunder which the Company has not issued and sold.  The Registrar, any transfer agent and the Paying and Conversion Agent shall forward to the Trustee any Convertible Securities surrendered to them for transfer, exchange, conversion or payment.  The Trustee shall cancel all Convertible Securities surrendered for transfer, exchange, conversion, payment or cancellation and shall upon the order of the Company deliver such canceled Convertible Securities to the Company or in the absence of such order, shall dispose of such Convertible Securities in accordance with its customary procedures.  The Company may not issue new Convertible Securities to replace Convertible Securities it has paid in full or delivered to the Trustee for cancellation.

Section 2.12.CUSIP, CINS and ISIN Numbers.  The Company in issuing the Convertible Securities may use “CUSIP,” “CINS” or “ISIN” (if then generally in use), and the Trustee shall use CUSIP, CINS or ISIN, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation or warranty shall be made as to the correctness of such numbers either as printed on the Convertible Securities or as contained in any notice of redemption or exchange.

Section 2.13.Defaulted Interest.  If the Company defaults in a payment of interest on the Convertible Securities, it shall pay, or shall deposit with the Paying and Conversion Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day.  At least 15 days before such special record date, the Company shall mail to each Holder and to the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.14.Series May Include Tranches.  A series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 3.13, 4.02, Article 6, Sections 7.01 through 7.15, 9.01 through 9.05 and 10.02, and Articles 11 and 12, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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

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action to be taken with respect to a series of Convertible Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Convertible 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 Convertible Securities in the remaining tranches of that series.

Section 2.15.Computation of Interest.  Except as otherwise specified pursuant to Section 2.03 for Convertible Securities of any series, interest on the Convertible Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 2.16.ERISA.  No Convertible Securities may be sold or otherwise transferred unless the purchaser or transferee of such Convertible Securities represents, or is deemed to represent, that on each day from the date of acquisition through and including the date of disposition either (i) it is not an employee benefit plan or other plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), a governmental or other plan subject to substantially similar federal, state or local law (“Similar Law”), an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or otherwise (each, a “Plan”) or acting on behalf of or investing the assets of any such Plan or (ii) it is eligible for the exemptive relief available under Section 408(b)(17) of ERISA, Section 4975(d)(20) of the Code or Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 (or similar exemption from Similar Law) with respect to the acquisition, holding and disposition of the Convertible Securities.  Any such representation or deemed representation may be evidenced by a representation or deemed representation contained in a legend on the Convertible Securities in the form approved by the Company.

ARTICLE 3

REDEMPTION, SUBSTITUTION, VARIATION, REPURCHASE AND CONVERSION

Section 3.01.Prior Approval of Regulator.  Any redemption, substitution, variation or purchase of the Convertible Securities in accordance with the terms of this Indenture or any applicable indenture supplemental hereto may be subject to the Company and the Guarantor receiving the prior approval of the Guarantor’s primary regulator in Switzerland, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”).

Section 3.02.Applicability of Redemption Provisions.  The provisions of Sections 3.02 to 3.08 (inclusive) shall be applicable to the Convertible Securities of any series which are redeemable before their maturity except as otherwise specified as contemplated by Section 2.03 for Convertible Securities of such series in any indenture supplemental hereto.

Section 3.03.Notice of Redemption; Partial Redemptions.  Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part in accordance with the terms of this Indenture or any applicable indenture supplemental hereto shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 calendar days prior to the date fixed for redemption to such Holders

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of Registered Securities of such series at their last addresses as they shall appear upon the Security Register of the Company.  Notice of redemption to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 calendar days and not more than 60 calendar days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose).  Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed as a whole or in part in accordance with the terms of this Indenture or any applicable indenture supplemental hereto shall be published in an Authorized Newspaper in The City of New York and in an Authorized Newspaper in Luxembourg, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 calendar days nor more than 60 calendar days prior to the date fixed for redemption.  Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.  Failure to give notice by mail, or any defect in the notice to the Holder of any Convertible Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Convertible Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Convertible Security of such series held by such Holder to be redeemed, the CUSIP, CINS or ISIN of the Convertible Securities to be redeemed, the date fixed for redemption, the redemption price (or if not then ascertainable the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Convertible Securities and, in the case of Convertible Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue.  In case any Convertible Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Security, a new Convertible Security or Convertible Securities of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Convertible Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s or the Guarantor’s request, by the Trustee in the name and at the expense of the Company or the Guarantor; provided, however, that the Company or the Guarantor shall have delivered to the Trustee, at least 45 days prior to the date of redemption (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

On or before 10:00 a.m., New York City time, on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying and Conversion Agents (or, if the Company is acting as its

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own Paying and Conversion Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Convertible Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption.

If all of the outstanding Convertible Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 calendar days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.03 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Convertible Securities are to be redeemed.  If less than all the outstanding Convertible Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.03 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of such Convertible Securities to be redeemed.  In case of a redemption at the election of the Company (a) prior to the expiration of any restriction on such redemption or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Convertible Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate stating that such redemption is not prohibited by such restriction or that such condition has been complied with.  If less than all the Convertible Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Convertible Securities of such series to be redeemed in whole or in part.  Convertible Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Convertible Securities of such series or any multiple thereof.  The Trustee shall promptly notify the Company and the Guarantor in writing of the Convertible Securities of such series selected for redemption and, in the case of any Convertible Securities of such series selected for partial redemption, the principal amount thereof to be redeemed.  For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Securities shall relate, in the case of any Convertible Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Security which has been or is to be redeemed.

Section 3.04.Payment of Convertible Securities Called for Redemption.  If notice of redemption has been given as above provided, the Convertible Securities or portions of Convertible Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Convertible Securities at the redemption price, together with interest accrued to such date) interest on the Convertible Securities or portions of Convertible Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void and, except as provided in Sections 8.11, 9.04 and 9.05, such Convertible Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Convertible Securities except the right to receive the redemption price thereof and unpaid interest to (but not including) the date fixed for redemption.

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On presentation and surrender of such Convertible Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Convertible Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Convertible Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.  If any Convertible Security called for redemption shall not be so paid upon surrender thereof for redemption, the Principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest borne by such Convertible Security.

If any Convertible Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Company, the Guarantor and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Convertible Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Convertible Security or Convertible Securities of such series and tenor (with any unmatured Coupons attached), each having a Guarantee executed by the Guarantor endorsed thereon, of authorized denominations, in principal amount equal to the unredeemed portion of the Convertible Security so presented.

Section 3.05.Exclusion of Certain Convertible Securities from Eligibility for Selection for Redemption.  Convertible Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an Authorized Person of the Company and delivered to the Trustee at least 60 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company, (b) the Guarantor or (c) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantor.

Section 3.06.Repurchase at the Option of the Holders; Conversion.  Unless otherwise specified in any applicable indenture supplemental hereto, the Holders of Convertible Securities may not require the Company to repurchase such Convertible Securities prior to maturity, or to convert Convertible Securities into ordinary shares or American depositary shares, as applicable.

Section 3.07.Redemption upon the Occurrence of Certain Events. Upon the occurrence of certain triggering events specified in any applicable indenture supplemental hereto (which may include but shall not be limited to, regulatory events, taxation events, takeover events or capital events), the Company may, in accordance with the provisions of this Indenture

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and any applicable indenture supplemental hereto, redeem all, but not some only, of the Convertible Securities of any series, together with any accrued but unpaid interest to (but excluding) the relevant redemption date.

Notwithstanding anything in this Article 3 to the contrary, the Company may not give notice of redemption of the Convertible Securities of any series if mandatory conversion of the Convertible Securities of such series has been triggered, as described in Section 3.12 and in any applicable indenture supplemental hereto.

Section 3.08.No Redemption in Cash If Conversion Has Been Triggered.  Notwithstanding anything in this Article 3 to the contrary, the Company may not give notice of redemption in cash of the Convertible Securities pursuant to this Article 3 if mandatory conversion of the Convertible Securities has been triggered, as described in any applicable indenture supplemental hereto.

Section 3.09.Purchases.  The Company or the Guarantor (or any Subsidiary of the Guarantor) may at any time purchase or procure others to purchase beneficially for its account Convertible Securities in any manner and at any price.

Section 3.10.Substitution or Variation of Terms.

(a)Upon the occurrence of certain triggering events (which may include, but shall not be limited to, regulatory events, taxation events, takeover events or capital events) and in accordance with provisions, in each case specified in any applicable indenture supplemental hereto, the Company may, without any requirement for the consent or approval of the Holders or the Trustee, either substitute all, but not some only, of the Convertible Securities of a series for another series of Convertible Securities, or vary the terms of all, but not some only, of the Convertible Securities of such series, in order to meet or continue to meet certain regulatory requirements; provided that the right of any Holder to receive payment of the Principal of and interest on any Convertible Security, on or after the respective due dates for such payment, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; and, provided further, that none of the changes described in Section 10.02(a)-(d) shall be effected with regard to the Convertible Securities of any Holder without the consent of such Holder.  In connection with any substitution or variation in accordance with this Section 3.10, the Company shall comply with the rules of any stock exchange, if any, on which the Convertible Securities are for the time being listed or admitted to trading.

(b)Notice of such substitution or variation shall be given in accordance with Section 15.02 to the Holders of the Convertible Securities of such series and to the Trustee at least 30 calendar days and not more than 60 calendar days prior to the date fixed for such substitution or variation.  Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.

The notice of substitution or variation to each such Holder shall specify the Convertible Security of such series held by such Holder to be substituted or varied, the manner in which the

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Convertible Securities (or the terms thereof) are to be substituted or varied, the CUSIP, CINS or ISIN of the Convertible Securities to be substituted or varied, the date fixed for substitution or variation and the manner of presentation and surrender of such Convertible Securities.

The notice of substitution or variation of Convertible Securities of any series to be substituted or varied at the option of the Company shall be given by the Company or, at the Company’s or the Guarantor’s request, by the Trustee in the name and at the expense of the Company or the Guarantor; provided, however, that the Company or the Guarantor shall have delivered to the Trustee, at least 45 calendar days prior to the date of substitution or variation (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

(c)Notwithstanding anything to the contrary in Section 3.10, any variation in terms or the terms of any substitution will be set forth in a supplemental indenture authorized by Section 10.01 and complying with and entered into in accordance with the provisions of Article 10.

Section 3.11.Substitution of Company.

(a)The Company may at any time, without the consent of the Holders or the Trustee, substitute the Guarantor for itself as principal obligor under the Convertible Securities of a series, provided that no payment in respect of the Convertible Securities of such series is at the relevant time overdue, on the terms and subject to the conditions, if any, set forth in any indenture supplemental hereto.  In order to give effect to such substitution, the Company shall give no more than 30 calendar days nor less than 10 calendar days notice of the Substitution Date to the Trustee and the Holders of such Convertible Securities in accordance with Section 15.02.  With effect from the Substitution Date, the Guarantor will, without the need for the amendment of existing, or the entry into of additional, documentation, be substituted as, and assume all of the obligations of the Company as, principal obligor under the Convertible Securities of such series.  From the Substitution Date, references herein, and in any indenture supplemental hereto, to “the Company” shall be construed accordingly and references to “Guernsey” shall, unless the context otherwise requires, be construed as references to “Switzerland.”  The Guarantor shall indemnify each Holder of the Convertible Securities of such series against any stamp, registration, transfer, documentary or other similar tax, duty, assessment or governmental charge that is imposed on such Holder, by (or by any authority in or of) Switzerland and that would not have been so imposed had the substitution not been made, as well as against any cost or expense incurred by such Holder relating to the substitution, including, but not limited to, legal costs, if any.  The Guarantor shall ensure that all action, conditions and requirements to be taken, fulfilled and done (including the obtaining of any necessary consents or the entering into of a deed poll to effect substitution) to ensure that the substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in full force and effect.  The Guarantor undertakes to the Holders that after a substitution, if any, the Guarantor will assume all the obligations of the Company as a principal obligor under the Convertible Securities.

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(b)In the event of a reorganization or similar proceeding involving the interposition of a limited liability company between the shareholders of the Guarantor, immediately prior to such reorganization, and the Guarantor, as set forth in an indenture supplemental hereto, the Company shall, and shall cause the Guarantor to, but subject as provided in Section 3.11(a) without the consent of Holders or the Trustee, enter into such agreements and arrangements and make such amendments to the terms of the Convertible Securities and the Guarantee as are necessary to ensure that following such reorganization or similar proceeding, the Convertible Securities shall be convertible into ordinary shares of the newly formed company mutatis mutandis as provided in this Indenture and any applicable indenture supplemental hereto.  Upon the occurrence of such a reorganization or similar proceeding, the other obligations of the Company hereunder and/or the Guarantor under the Guarantee shall be unaffected. Notwithstanding anything to the contrary contained in this Section 3.11(b), any such amendment shall be set forth in a supplemental indenture authorized by Section 10.01 and complying with and entered into in accordance with the provisions of Article 10.

Section 3.12.Conversion.  Upon the occurrence of certain triggering events specified in any applicable indenture supplemental hereto with respect to a series of Convertible Securities (which may include, but shall not be limited to, regulatory events or capital events), at any time while the Convertible Securities of such series are outstanding, the Convertible Securities of such series shall, subject to and as provided in this Section 3.12 and in such indenture supplemental hereto, be redeemed, in whole but not in part, and settled by the delivery of new fully paid ordinary shares or American depositary shares, as specified in such indenture supplemental hereto, to a reputable independent financial institution, trust company or similar entity to be appointed by the Company in such indenture supplemental hereto (the “Settlement Shares Depository”) on behalf of the Holders of such Convertible Securities on the date specified therefor in such indenture supplemental hereto.  Receipt by the Settlement Shares Depository of the ordinary shares or, if so provided in an applicable indenture supplemental hereto, American depositary shares, shall be a good and complete discharge of the Company’s obligations in respect of such Convertible Securities and those of the Guarantor under the Guarantee thereof.

Pursuant to Section 2.03, one or more indentures supplemental hereto with respect to a series of Convertible Securities will specify the circumstances giving rise to any triggering events, the price at which the Convertible Securities of such series may convert (including any adjustments thereto), the manner of calculation of the record date for purposes of conversion, the place or places where the Registered Securities of such series may be surrendered for conversion and details of the arrangement for the settlement of the conversion, including whether or not there is to be a sale of the ordinary shares or American depositary shares, as applicable).

Following the occurrence of a triggering event but prior to the delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Company or, in accordance with and under the provisions of the Guarantee of such Convertible Securities, to the Guarantor, for the issue and delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository.  After such delivery to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Settlement

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Shares Depository for the delivery to them of such ordinary shares or American depositary shares, as applicable.

Upon conversion, the Company shall, or shall ensure that the Guarantor shall, pay to the Holders of such Convertible Securities any interest accrued up to (but excluding) the date of conversion in respect of such Convertible Securities.

Section 3.13.Cancellation.  All Convertible Securities redeemed, converted or exchanged by the Company pursuant to this Article 3 will forthwith be cancelled in accordance with Section 2.11.  All Convertible Securities purchased by or on behalf of the Company or the Guarantor or any Subsidiary of the Guarantor may be held, reissued, resold or, at the option of the Guarantor or the Company or any such Subsidiary, surrendered for cancellation to the Trustee.  Convertible Securities so surrendered shall be cancelled forthwith.  Any Convertible Securities so surrendered for cancellation may not be reissued or resold and the obligations of the Company and the Guarantor in respect of any such Convertible Securities shall be discharged upon such cancellation of such Convertible Securities.

ARTICLE 4

COVENANTS

Section 4.01.Payment of Convertible Securities.  The Company shall pay the Principal (unless the Convertible Securities have been previously converted, redeemed, exchanged for shares or American depositary shares or purchased and cancelled) of and interest on the Convertible Securities, including accrued interest due for any periods between an interest payment date and the date of redemption, conversion or exchange for shares or American depositary shares, on the dates and in the manner provided in the Convertible Securities, this Indenture and any applicable indenture supplemental hereto.  The interest on Convertible Securities with Coupons attached (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature.  The interest on any temporary Unregistered Securities (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon of the payment of such interest.  The interest on Registered Securities (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be payable only to the Holders thereof and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register of the Company.

Notwithstanding any provisions of this Indenture and the Convertible Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption, conversion, exchange or repayment date or the final payment of Principal of such Convertible Security) shall be made by the Paying and Conversion Agent, upon receipt from the

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Company of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Company and the Paying and Conversion Agent), directly to the Holder of such Convertible Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of Principal surrenders the same to the Trustee in exchange for a Convertible Security or Convertible Securities aggregating the same principal amount as the unredeemed principal amount of the Convertible Securities surrendered.  The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date.  The Company will indemnify and hold each of the Trustee and any Paying and Conversion Agent harmless against any loss, liability or expense (including reasonable attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

The Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Convertible Securities.

Section 4.02.Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Convertible Securities may be surrendered for registration of transfer, conversion or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Convertible Securities and this Indenture may be served; and the Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or agency where Convertible Securities may be presented for payment, conversion or exchange under the Guarantees endorsed thereon and where notices and demands to or upon the Guarantor in respect of the Guarantee and this Indenture may be served.  The Company and the Guarantor hereby initially designate the Corporate Trust Office of the Trustee, located in the Borough of Manhattan, The City of New York, as such office or agency of the Company.  The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 15.02.

The Company and the Guarantor will maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Convertible Securities of any series are listed) where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment or for payment under the Guarantees endorsed thereon, as the case may be.  No payment on any Unregistered Security or Coupon or the Guarantee endorsed thereon will be made upon presentation of the same at an agency of the Company or the Guarantor within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Company or the Guarantor.  Notwithstanding the foregoing, if full payment

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in United States Dollars (“Dollars”) at each agency maintained by the Company or the Guarantor outside the United States for payment on such Unregistered Securities or Coupons appertaining thereto or the Guarantees endorsed thereon, as the case may be, is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities of any series, Coupons appertaining thereto or the Guarantee endorsed thereon which are payable in Dollars may be made at an agency of the Company or the Guarantor maintained in the Borough of Manhattan, The City of New York.

The Company and the Guarantor may also from time to time designate one or more other offices or agencies where the Convertible Securities of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve either the Company or the Guarantor of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes.  The Company or the Guarantor, as applicable, will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03.Certificate to Trustee.   The Company and the Guarantor each will furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal year (which, on the date hereof, in the case of each of the Company and the Guarantor, is a calendar year), a brief certificate (which need not contain the statements required by Section 15.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company or the Guarantor, as the case may be, with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

Section 4.04.Reports by the Company and the Guarantor.  The Company and the Guarantor each covenant to:

(a)file with the Trustee, within 15 days after the Company or the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports which the Company or the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the compliance of the Company and of the Guarantor with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates);

(b)file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

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(c)transmit by mail to the Holders of Convertible Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to clauses (a) and (b) of this Section 4.04 as may be required by rules and regulations prescribed from time to time by the Commission.

Section 4.05.Disclosure of Names and Addresses of Holders.

(a)The Company will furnish or cause to be furnished to the Trustee:

(i)semiannually, not later than 15 days after each record date, as defined in Section 2.04, for the Convertible Securities of each series at the time outstanding, a list in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities as of such record date, or if there is no record date for interest for such series of Convertible Securities, semiannually, upon such dates as are set forth in any applicable indenture supplemental hereto authorizing such series, and

(ii)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, that, so long as the Trustee is the Registrar, no such list shall be required to be furnished.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in this Section 4.05 and the names and addresses of Holders received by the Trustee in its capacity as Registrar.  The Trustee may destroy any list furnished to it as provided in this Section 4.05 upon receipt of a new list so furnished.

(b)The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Convertible Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c)Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that neither the Company, the Guarantor nor the Trustee nor any Authenticating Agent nor any Paying and Conversion Agent nor any Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Convertible Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

Section 4.06.Covenant to Repay and Trustee’s Requirements.

(a)The Company covenants with the Trustee that it will, in accordance with this Indenture, on the maturity date, or on such earlier date as the same or any part thereof may become due and repayable under this Indenture and any Indenture supplemental hereto, pay or

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procure to be paid unconditionally to or to the order of the Trustee in immediately available funds the principal amount of the relevant series of the Convertible Securities repayable on that date together with any applicable premium and accrued interest, or Additional Amounts, if any, and shall in the meantime and until such date (both before and after any judgment or other order of a court of competent jurisdiction) pay or procure to be paid unconditionally to or to the order of the Trustee as aforesaid (i) interest (which shall accrue from day to day) on the principal amount of the relevant series of Convertible Securities on each relevant interest payment date and (ii) any other type of interest on the due date therefor;  provided that payment made in the manner provided for herein shall operate in satisfaction pro tanto of the relevant covenant of the Company in this Section 4.06 except to the extent there is a default in the subsequent payment thereof to the Holders in accordance with this Indenture.

(b)The Trustee will hold the benefit of these covenants on trust for the Holders and itself in accordance with this Indenture.

(c)At any time after a Default, an Event of Default or a Covenant Enforcement Event shall have occurred in relation to a particular series of Convertible Securities, and is continuing, or the Trustee receives any money it proposes to pay to Holders or the Convertible Securities of a particular series that shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Section 7.11 to the Holders, the Trustee may:

(i)by notice in writing to the Company, the Guarantor, the Paying and Conversion Agent, and, where applicable, the Registrar, require the Paying and Conversion Agent and, where applicable, the Registrar to deliver up all Convertible Securities of such series and all sums, documents and records held by them in respect of Convertible Securities of such series to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Paying and Conversion Agent or, where applicable, the Registrar, is obliged not to release by any law or regulation; and

(ii)by notice in writing to the Company and the Guarantor require the Company and the Guarantor to make all subsequent payments in respect of the Company to or to the order of the Trustee and not to the Paying and Conversion Agent; with effect from the issue of any such notice to the Company and the Guarantor, and until such notice is withdrawn, the proviso set forth in Section 4.06(a) above shall cease to have effect.

ARTICLE 5

SUCCESSOR CORPORATION

Section 5.01.When the Company May Merge, Etc.  The Company shall not amalgamate with, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person

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(other than with or into the Guarantor or any Subsidiary of the Guarantor) or permit any Person to amalgamate with, consolidate with or merge with or into the Company unless:

(a)either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is amalgamated or merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Convertible Securities and under this Indenture and any applicable indenture supplemental hereto and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and

(b)the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.01(a)(y).

Section 5.02.Successor Substituted.

(a)Upon any amalgamation, consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor Person formed by such amalgamation or consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and any applicable indenture supplemental hereto with the same effect as if such successor Person had been named as the Company herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and any applicable indenture supplemental hereto and the Convertible Securities.

(b)The Company may at any time, without the consent of the Holders or the Trustee, substitute the Guarantor for itself as principal obligor under the Convertible Securities in accordance with and subject to the provisions of Section 3.11(a).

ARTICLE 6

THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR

Section 6.01.Guarantee.  The Guarantor by its execution of this Indenture hereby agrees with each Holder of the Convertible Securities authenticated and delivered by the Trustee, and with the Trustee, on behalf of each such Holder, to be unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Company to confirm such Guarantee to the Holder of each such Convertible Security by its execution and delivery of

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each such Convertible Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

If any applicable indenture supplemental hereto so provides, the Guarantee may be subordinated.  The Guarantee to be endorsed on the Convertible Securities, if the Guarantee is subordinated, as described in Article 12 and in one or more indentures supplemental hereto, shall be in substantially the form set forth below:

“SUBORDINATED GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), subject to the prior payment in full of all its existing and future indebtedness ranking senior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture, hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) I Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take

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such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto, the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto, are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

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This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland.

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

By:

Name:

Title:

By:

Name:

Title:

The Guarantee to be endorsed on the Convertible Securities, if the Guarantee is not subordinated, as described in one or more indentures supplemental hereto, shall be in substantially the form set forth below:

“GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the

37

delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) I Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or of any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon

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which this Guarantee is endorsed and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture or under any indenture supplemental thereto.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law.

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

By:

Name:

Title:

By:

Name:

Title:

Section 6.02.When the Guarantor May Merge, Etc.  The Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Company) or permit any Person to merge with or into the Guarantor unless:

(a)either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture and the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Guarantor or

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such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and

(b)the Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 6.02(a)(y).

Section 6.03.Successor Substituted.  Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Guarantor in accordance with Section 6.02 of this Indenture, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor Person had been named as the Guarantor herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Convertible Securities.

ARTICLE 7

DEFAULT AND REMEDIES

Section 7.01.Events of Default Under Subordinated Convertible Securities.  This Section 7.01 shall apply to any series of Convertible Securities that are subordinated in right of payment as described in Article 11 and/or to any series of Convertible Securities with a Guarantee endorsed thereon that is subordinated as described in Article 12 (or, in each case, in any indenture supplemental hereto) for so long as any Convertible Securities of such series remain outstanding.

(a)Events of Default Relating to the Company.  This Section 7.01(a) shall apply for so long as the Company is the issuer of the Convertible Securities and the Guarantor has not been substituted as principal obligor under the Convertible Securities pursuant to the provisions of Section 3.11 or otherwise.  This Section 7.01(a) shall apply without prejudice to any additional rights of Holders under the Guarantee.

(i)Company Events of Default.  An event of default relating to the Company (each a “Company Subordinated Event of Default”) shall occur with respect to the Convertible Securities of any series in the following circumstances:

(1)default is made in the payment of any Principal of the Convertible Securities of such series when the same becomes due or payable; or

(2)default is made for a period of 30 days or more in the payment of any interest due in respect of the Convertible Securities of such series; or

(3)an order is made or a resolution is passed for the winding-up, dissolution or liquidation of the Company or the Guarantor (other than a winding-up which has been approved previously by each of the Holders of the Convertible Securities

40

of such series or, with respect to the Company, an Arrangement and Reconstruction that has been entered into to facilitate an amalgamation, consolidation, merger, sale, conveyance, transfer or lease of property and assets under and in accordance with Article 5)

(ii)Proceedings for Winding-up.  If a Company Subordinated Event of Default with respect to the Convertible Securities of any series occurs and is continuing, the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at its or their discretion, institute proceedings for the winding-up, dissolution or liquidation of the Company and/or prove in the winding-up, dissolution or liquidation of the Company and/or claim in the dissolution or liquidation of the Company for the relevant payment, but may, without prejudice to its or their rights under the Guarantee, take no further or other action to enforce, prove or claim for any such payment.  No payment in respect of the Convertible Securities of such series may be made by the Company pursuant to Section 7.01(a)(i) above, nor will the Trustee or any Holder accept the same, otherwise than during or after a winding-up, dissolution, administration or liquidation of the Company, unless the Company has given prior written notice to, and received no objection from, FINMA, which the Company shall confirm in writing to the Trustee and Paying and Conversion Agent.

(iii)Enforcement.  Without prejudice to Section 7.01(a)(i), if the Company defaults in the performance of or breaches any covenant or agreement of the Company (other than any payment obligation of the Company under or arising from this Indenture or any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or including any damages awarded for breach of any obligations) in this Indenture with respect to any Convertible Security of such series or in the Convertible Securities of such series and such default or breach continues for a period of 60 days after written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Convertible Securities of all series affected thereby voting as a single class, then the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at their discretion, institute such proceedings against the Company as they may think fit to enforce any term or condition binding on the Company under this Indenture and any indenture supplemental hereto with respect to which the Company is in default (other than any payment obligation of the Company under or arising from this Indenture and any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or including any damages awarded for breach of any obligations).  However, in no event shall the Guarantor, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it or the Company pursuant to this Indenture or any indenture supplemental hereto.  Nothing in this Section 7.01(a)(iii) shall, however, prevent the Trustee or any Holder instituting proceedings for the winding-up, administration, dissolution or liquidation of the Company, proving in any winding-up of the Company and/or claiming in any liquidation, administration or dissolution of the

41

Company in respect of any payment obligations of the Company or the Guarantor arising from or in respect of this Indenture, any indenture supplemental hereto or the Guarantee (including any damages awarded for breach of any obligations).

(b)Events of Default Relating to the Guarantor.

(i)An event of default relating to the Guarantor following a Substitution Date with respect to any series of Convertible Securities or relating to the Guarantor prior to a Substitution Date under the Guarantee (each, a “Guarantor Subordinated Event of Default” and, together with the Company Subordinated Event of Default, “Subordinated Events of Default”) will occur with respect to the Convertible Securities of any series in the following circumstances:

(1)the Guarantor fails to make any payment of Principal of the Convertible Securities of such series in respect of the Convertible Securities on or after the date on which such payment is due, or

(2)the Guarantor fails to make any payment of interest in respect of the Convertible Securities of such series for a period of 30 days or more after the date on which such payment is due;  or

(3)an involuntary case or other proceeding shall be commenced against the Guarantor, with respect to the Guarantor 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 Guarantor or for any substantial part of the property and assets of the Guarantor, and such involuntary case or other proceedings shall remain undismissed and unstayed for a period of 60 days, except that the issuance of a writ of payment (Zahlungsbefehl) under the Swiss debt enforcement and bankruptcy laws shall not constitute such involuntary case or proceeding for the purpose of this Section 7.01(b); or an order for relief shall be entered against the Guarantor for the purpose of this Section 7.01(b); or an order for relief shall be entered against the Guarantor under any bankruptcy, insolvency or other similar law now or hereafter in effect; or

(4)the Guarantor (x) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (y) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Guarantor for all or substantially all of the property and assets of the Guarantor, or (z) effects any general assignment for the benefit of creditors.

(ii)Upon the occurrence of a Guarantor Subordinated Event of Default, the payment obligations on the Convertible Securities (in the case of Section 7.01(b)(i)(1) and (2) above, only in respect of the payments referred to in Section 7.01(b)(i)(1) and (2)) as described in this indenture or in any indenture supplemental hereto shall be deemed due and payable (fällige) payment obligations of the Guarantor,

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and if such payment has not been made within the statutory period after the Holder, subject to the provisions of Sections 7.06, 7.07 and 7.08, or the Trustee has formally requested payment and a writ of payment (Zahlungsbefehl) has been issued as provided by the Swiss insolvency laws, such Holder, subject to the provisions of Sections 7.06, 7.07 and 7.08 or the Trustee may institute proceedings against the Guarantor in Switzerland (but not elsewhere) to enforce its rights under Swiss insolvency laws.

(iii)Subject to the provisions of Sections 7.06, 7.07 and 7.08, in the event of an insolvency proceeding in Switzerland, the Trustee and the Holders will have a claim on either a senior or a subordinated basis, as described in Article 12 and in any applicable indenture supplemental hereto, for an amount equal to the principal amount of such Convertible Securities together with any accrued but unpaid interest thereon and the Guarantor shall not (1) after having received the writ of payment (Zahlungsbefehl), argue or plead that the payment obligations are not due and payable by the Guarantor and (2) prior to the declaration of bankruptcy (or similar proceeding under Swiss insolvency laws), make any payment to the Holder or the Trustee.

(iv)Enforcement.  Without prejudice to Section 7.01(b)(i), if the Guarantor defaults in the performance of or breaches any other covenant or agreement of the Guarantor (other than any payment obligation of the Guarantor under or arising from this Indenture or any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or Guarantees or including any damages awarded for breach of any obligations) in this Indenture with respect to any Convertible Security or Guarantee of such series or in the Convertible Securities or Guarantees of such series and such default or breach continues for a period of 60 days after written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder has been given to the Guarantor by the Trustee or to the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Convertible Securities of all series affected thereby voting as a single class, then the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at their discretion, institute such proceedings against the Guarantor as they may think fit to enforce any term or condition binding on the Guarantor under this Indenture and any indenture supplemental hereto with respect to such series and with respect to which the Guarantor is in default (other than any payment obligation of the Guarantor under or arising from this Indenture and any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or Guarantees or including any damages awarded for breach of any obligations).  However, in no event shall the Guarantor, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it or the Company pursuant to this Indenture or any indenture supplemental hereto.  Nothing in this Section 7.01(b)(iv) shall, however, prevent the Trustee or any Holder instituting proceedings for the winding-up, dissolution or liquidation of the Guarantor, proving in any winding-up of the Guarantor and/or claiming in any liquidation or dissolution of the Guarantor in respect of any payment obligations of the Company or the Guarantor arising from or in respect of this

43

Indenture, any indenture supplemental hereto or the Guarantee (including any damages awarded for breach of any obligations).

(c)Extent of Holder’s Remedy.  No remedy against the Company or the Guarantor, other than as referred to in these Sections 7.01(a) and (b) and Section 7.04, shall be available to the Trustee or any Holder for the recovery of amounts owing in respect of the Convertible Securities.

(d)Notwithstanding anything in this Section 7.01 to the contrary, other Events of Default may be established pursuant to Section 2.03 with respect to the Convertible Securities of any series or any Guarantee endorsed thereon.

Section 7.02.Events of Default Under Senior Convertible Securities.  This Section 7.02 shall apply to any series of Convertible Securities that are not subordinated in right of payment as described in Article 11 or to any series of Convertible Securities with a Guarantee endorsed thereon that is not subordinated as described in Article 12 (or, in each case, in any indenture supplemental hereto) for so long as any Convertible Securities of such series remain outstanding.  Each of the following events shall be, with respect to the Convertible Securities of any series, a “Senior Event of Default” (and, together with the Subordinated Events of Default, the “Events of Default”):

(a)default in the payment by the Company or the Guarantor, as applicable, of all or any part of the Principal of any Convertible Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption, repurchase, or otherwise;

(b)default in the payment by the Company or the Guarantor, as applicable, of any interest on any Convertible Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

(c)a default or breach by the Company or the Guarantor, as applicable, of any other covenant or agreement of the Company or the Guarantor, as applicable, in this Indenture with respect to any Convertible Security of such series or in the Convertible Securities of such series and such default or breach continues for a period of 60 days after written notice thereof specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Convertible Securities of all series affected thereby, voting as a single class;

(d)commencement of an involuntary case or other proceeding 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; or an order for relief shall be entered against the Company, under any bankruptcy, insolvency or other similar law now or hereafter in effect;

44

(e)commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Company’s consent to the entry of an order for relief in an involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company, or any general assignment by the Company for the benefit of creditors;

(f)commencement of an involuntary case or other proceeding against the Guarantor, with respect to the Guarantor 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 Guarantor or for any substantial part of the property and assets of the Guarantor, 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) under the Swiss debt enforcement and bankruptcy laws shall not constitute such involuntary case or proceeding for the purpose of this clause; or an order for relief shall be entered against the Guarantor, under any bankruptcy, insolvency or other similar law now or hereafter in effect;

(g)commencement by the Guarantor of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Guarantor’s consent to the entry of an order for relief in an involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company, or any general assignment by the Guarantor for the benefit of creditors; or

(h)any other Event of Default established pursuant to Section 2.03 with respect to the Convertible Securities of such series or any Guarantee endorsed thereon occurs.

Section 7.03.Acceleration.

(a)If a Subordinated Event of Default described in Sections 7.01(a)(i)(3) or 7.01(b)(i)(3) or (4) or a Senior Event of Default described in Sections 7.02(a) or (b) with respect to the Convertible Securities of any series then outstanding or any Guarantee endorsed thereon occurs and is continuing, then, and in each and every such case, except for any series of Convertible Securities the Principal of which or, in the case of the Guarantee, the Guarantee endorsed thereon shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Convertible Securities of any such affected series then outstanding hereunder (each such series treated as a separate class) by notice in writing to the Company and to the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal amount of all Convertible Securities of such affected series, or such portion of the Principal or interest as may be specified in the applicable indenture supplemental hereto, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(b)If a Senior Event of Default described in Section 7.02(c) or (h) with respect to the Convertible Securities of one or more but not all series then outstanding, occurs

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and is continuing, then, and in each and every such case, except for any series of Convertible Securities the Principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Convertible Securities of all such affected series then outstanding hereunder (treated as a single class) by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire Principal amount and the interest accrued thereon, if any, of all Convertible Securities of all such affected series to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(c)If a Senior Event of Default described in Section 7.02(d), (e), (f) or (g) occurs and is continuing, then the Principal amount of all such Convertible Securities then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.

(d)If a Senior Event of Default described in Section 7.02(c) or (h) with respect to the Convertible Securities of all series then outstanding, occurs and is continuing, then, and in each and every such case, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all Convertible Securities of all series then outstanding hereunder except for any series of Convertible Securities the Principal of which shall have already become due and payable (treated as a single class) by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire Principal amount of all Convertible Securities of all series then outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(e)The foregoing provisions, however, are subject to the condition that if, at any time after the principal amount of the Convertible Securities of any series (or of all the Convertible Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Convertible Securities of each such series (or of all the Convertible Securities, as the case may be) and the Principal of any and all Convertible Securities of each such series (or of all the Convertible Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such Principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Convertible Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing to the Trustee under Section 8.07, and if any and all Events of Default under this Indenture or any applicable indenture supplemental hereto, other than the non-payment of the Principal of Convertible Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Convertible Securities of all such series that have been accelerated (voting as a single class), by written notice to the Company, to the Guarantor and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Convertible Securities, as the case may be) and rescind and annul such declaration and its

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consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Section 7.04.Other Remedies.  If a payment default, a Covenant Enforcement Event or an Event of Default with respect to the Convertible Securities of any series occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of Principal of and interest on the Convertible Securities of such series or to enforce the performance of any provision of the Convertible Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Convertible Securities or does not produce any of them in the proceeding.

Section 7.05.Waiver of Past Defaults.  Subject to Sections 7.03, 7.08 and 10.02, and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in Section 7.01(a)(i)(1) or (2), Section 7.01(b)(i)(1) or (2) or Sections 7.02(a) or (b) or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

Section 7.06.Control by Majority.  Subject to Sections 8.01 and 8.02(e), and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the Holders of at least a majority in aggregate principal amount of the outstanding Convertible Securities of all series affected (voting as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Convertible Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders of Convertible Securities pursuant to this Section 7.06.

Section 7.07.Limitation on Suits.  On or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, no Holder of any Convertible Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Convertible Securities of such series or

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any Guarantee endorsed thereon, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)such Holder has previously given to the Trustee written notice of a continuing Event of Default or a Covenant Enforcement Event with respect to the Convertible Securities of such series or any Guarantee endorsed thereon;

(b)the Holders of at least 25% in aggregate principal amount of outstanding Convertible Securities of all such series affected shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or a Covenant Enforcement Event in its own name as Trustee hereunder;

(c)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e)during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Convertible Securities of all such affected series have not given the Trustee a direction that is inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

Section 7.08.Rights of Holder to Receive Payment.  Notwithstanding any other provision of this Indenture, and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the right of any Holder of a Convertible Security to receive payment of Principal of or interest, if any, on such Holder’s Convertible Security, or any Guarantee endorsed thereon, on or after the respective due dates expressed on such Convertible Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 7.09.Collection Suit by Trustee.  If an Event of Default with respect to the Convertible Securities of any series, or any Guarantee endorsed thereon, in payment of Principal or interest specified in Sections 7.01(a) or (b) or Section 7.02 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company and the Guarantor for the whole amount of Principal of, and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Convertible Securities of such series, in each case at the rate specified in such Convertible Securities, and such further amount as shall be sufficient to cover all amounts owing to the Trustee under Section 8.07.

Section 7.10.Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have

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the claims of the Trustee (including any claim for amounts due the Trustee under Section 8.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Convertible Securities), the Guarantor, the creditors of the Company or the Guarantor, or the property of the Company or the Guarantor and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon conversion or exchange of the Convertible Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 8.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Convertible Securities, the Guarantee or the rights of any Holder under the Convertible Securities or the Guarantee, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.11.Application of Proceeds.  Any moneys collected by the Trustee pursuant to this Article in respect of the Convertible Securities of any series shall be held in trust and applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Convertible Securities and Coupons appertaining to such Convertible Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Convertible Securities of such series and tenor in reduced principal amounts in exchange for the presented Convertible Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee under Section 8.07 applicable to the Convertible Securities of such series in respect of which moneys have been collected;

SECOND:  Subject to Articles 11 and 12, in case the Principal of the Convertible Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Convertible Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest specified in such Convertible Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

THIRD:  Subject to Articles 11 and 12, in case the Principal of the Convertible Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Convertible Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest specified in the Convertible Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the

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Convertible Securities of such series, then to the payment of such Principal and interest, without preference or priority of Principal over interest, or of interest over Principal, or of any installment of interest over any other installment of interest, or of any Convertible Security of such series over any other Convertible Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest; and

FOURTH:  To the payment of the remainder, if any, to the Company, or to the extent the Trustee collects any amount pursuant to the Guarantee, the Guarantor, or any other person lawfully entitled thereto.

Section 7.12.Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company, the Guarantor, Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 7.13.Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Convertible Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 7.13 does not apply to a suit by a Holder pursuant to Section 7.08 or a suit by Holders of more than 10% in principal amount of the outstanding Convertible Securities of such series.

Section 7.14.Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Convertible Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.15.Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article 7 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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ARTICLE 8

TRUSTEE

Section 8.01.General.  The rights, duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein.  Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Act 1925 and/or the Trustee Act 2000 and the provisions of this Indenture and/or the Trust Indenture Act, the provisions of this Indenture and/or the Trust Indenture Act shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 1925 and/or the Trustee Act 2000, the provisions of this Indenture and/or the Trust Indenture Act shall constitute a restriction or exclusion for the purposes of that Act.  Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.  Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article 8.  The Trustee, prior to the occurrence of an Event of Default or a Covenant Enforcement Event of which a Responsible Officer of the Trustee has actual knowledge and after the curing of all Events of Default or Covenant Enforcement Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee.  If an Event of Default or a Covenant Enforcement Event to the actual knowledge of a Responsible Officer of the Trustee has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

Section 8.02.Certain Rights of Trustee.  Subject to Sections 315(a) through (d) of the Trust Indenture Act:

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any Officers’ Certificate, Opinion of Counsel (or both), resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall conform to Section 15.04, if applicable. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.  Subject to Sections 8.01 and 8.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the

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absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

(c)The Trustee may act through its attorneys, agents, custodians and nominees not regularly in its employ and shall not be responsible for the misconduct or negligence of any agent, attorney, custodian and nominee appointed with due care by it hereunder.

(d)Any request, direction, order or demand of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company or the Guarantor or any committee thereof may be evidenced to the Trustee by a Board Resolution of the Company or the Guarantor, as the case may be.

(e)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request, order or direction.

(f)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 7.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

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

(h)Prior to the occurrence of an Event of Default or a Covenant Enforcement Event hereunder and after the curing or waiving of all Events of Default or Covenant Enforcement Events, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Convertible Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding.

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(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent employed to act pursuant to the terms of this Indenture.

(j)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)The Trustee may request that the Company and/or the Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(l)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(m)The Trustee shall not be charged with knowledge of any Default or any Event of Default or any other default or any Covenant Enforcement Event unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or default or Covenant Enforcement Event or (ii) written notice of such Default or Event of Default or default or any Covenant Enforcement Event shall have been given to the Trustee by the Company or any other obligor on the Convertible Securities, or by any Holder of the Convertible Securities.

(n)In no event shall the Trustee be deemed to be or required to act as a “representative for the community of creditors” within the meaning of Article 1158 of the Swiss Code of Obligations.

Section 8.03.Individual Rights of Trustee.  The Trustee, in its individual or any other capacity, may become the owner or pledgee of Convertible Securities and may otherwise deal with the Company, the Guarantor or their respective affiliates with the same rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Sections 310(b) and 311 of the Trust Indenture Act.  For purposes of Sections 311(b)(4) and (6) of the Trust Indenture Act, the following terms shall mean:

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(a)“cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b)“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company or the Guarantor for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company or the Guarantor arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 8.04.Trustee’s Disclaimer.  The recitals contained herein and in the Convertible Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company or the Guarantor and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same.  Neither the Trustee nor any of its agents (i) makes any representation as to the validity or adequacy of this Indenture, the Convertible Securities or the Guarantees and (ii) shall be accountable for the Company’s or the Guarantor’s use or application of the proceeds from the Convertible Securities or for monies paid over to the Company or the Guarantor pursuant to the Indenture.

Section 8.05.Notice of Default.  If any Default with respect to the Convertible Securities of any series occurs and is continuing and if such Default is known to the actual knowledge of a Responsible Officer of the Trustee, the Trustee shall give to each Holder of Convertible Securities of such series notice of such Default within 90 days after it occurs (i) if any Unregistered Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in Luxembourg and (ii) to all Holders of Convertible Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of or interest on any Convertible Security, the Trustee shall be fully protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

Section 8.06.Reports by Trustee to Holders.  Within 60 days after each May 1, beginning with May 1, 2012, provided that any Convertible Securities are outstanding hereunder, the Trustee shall mail to each Holder as and to the extent provided in Section 313(c) of the Trust Indenture Act a brief report complying with Section 313(a) of the Trust Indenture Act dated as of such May 1, if required by such Section.  A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company.  The Company will promptly notify the Trustee of the listing or de-listing of the Convertible Securities on any stock exchange.  The Trustee will also comply with Section 313(b) of the Trust Indenture Act.

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Section 8.07.Compensation and Indemnity.  The Company, or failing which, the Guarantor, shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services.  The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust.  The Company, or failing which, the Guarantor, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee.  Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents, counsel and other persons not regularly in its employ.

The Company, or failing which, the Guarantor, shall indemnify the Trustee and its officers, directors, employees and Agents for, and hold it and them harmless against, any and all loss, damage, claim or liability or expense (including reasonable legal fees and expenses) plus taxes (other than taxes based on the income of the Trustee) incurred by it or them without fraud, negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and the Convertible Securities or the issuance of the Convertible Securities or a series thereof or the trusts hereunder and the performance of its duties under this Indenture and the Convertible Securities, including the costs and expenses of defending itself against or investigating any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Convertible Securities.

To secure the Company’s and the Guarantor’s payment obligations in this Section 8.07, the Trustee shall have a lien prior to the Convertible Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest on particular Convertible Securities.

The obligations of the Company and the Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy, insolvency or similar law or the earlier resignation or removal of the Trustee.  Such additional indebtedness shall be a senior claim to that of the Convertible Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Convertible Securities or Coupons, and the Convertible Securities are hereby subordinated to such senior claim.  Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default or Covenant Enforcement Event, the parties hereto and the Holders by their acceptance of the Convertible Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy, insolvency or similar law.

Section 8.08.Replacement of Trustee.  A resignation or removal of the Trustee as Trustee with respect to the Convertible Securities of any series and appointment of a successor Trustee as Trustee with respect to the Convertible Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 8.08.

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The Trustee may resign as Trustee with respect to the Convertible Securities of any series at any time by so notifying the Company and the Guarantor in writing.  The Holders of a majority in principal amount of the outstanding Convertible Securities of any series may remove the Trustee as Trustee with respect to the Convertible Securities of such series by so notifying the Trustee in writing and may, in accordance with the following paragraph, appoint a successor Trustee with respect thereto with the consent of the Company.  The Company may remove the Trustee as Trustee with respect to the Convertible Securities of any series if: (i) the Trustee is no longer eligible under Section 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed as Trustee with respect to the Convertible Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Convertible Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may appoint a successor Trustee in respect of such Convertible Securities to replace the successor Trustee appointed by the Company.  If the successor Trustee with respect to the Convertible Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Company, the Company or the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.

A successor Trustee with respect to the Convertible Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor.  Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Convertible Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Convertible Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Convertible Securities of such series under this Indenture.

Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

The Company shall give notice of any resignation and any removal of the Trustee with respect to the Convertible Securities of any series and each appointment of a successor Trustee in respect of the Convertible Securities of such series to all Holders of Convertible Securities of such series.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.  Notwithstanding replacement of the Trustee with respect to the Convertible Securities of any series pursuant to this Section 8.08, the Company’s and the Guarantor’s obligations under Section 8.07 shall continue for the benefit of the retiring Trustee.

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Section 8.09.Successor Trustee by Merger, Etc.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein; provided that such successor Trustee shall be otherwise qualified and eligible under this Article 8.

Section 8.10.Eligibility.  This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a) of the Trust Indenture Act.  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

Section 8.11.Money and other Assets Held in Trust.  The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 9 of this Indenture.

The Trustee shall not realize any U.S. Government Obligations deposited with it, or to its order, or reinvest them in other assets; other than for the purposes of making payments hereunder.

Section 8.12.Disqualification, Conflicting Interests.  If the Trustee has or shall acquire any conflicting interest, as defined in this Section 8.12, with respect to the Convertible Securities of any series, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect to the Convertible Securities of that series in the manner and with the effect hereinafter specified in this Article.  In the event that the Trustee shall fail to comply with the provisions of the preceding sentence with respect to the Convertible Securities of any series, the Trustee shall, within ten days after the expiration of such 90-day period, give notice of such failure to the Holders in the manner and to the extent provided in Section 15.02, subject to its right to seek a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the Trust Indenture Act.  For the purposes of this Section 8.12, the term “conflicting interest” shall have the meaning specified in Section 310(b) of the Trust Indenture Act.  In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Convertible Securities of any series, there shall be excluded Convertible Securities of any particular series of Convertible Securities other than that series.

ARTICLE 9

DISCHARGE OF INDENTURE

Section 9.01.Defeasance within One Year of Payment.  Except as otherwise provided in this Section 9.01, or as otherwise specified in any indenture supplemental hereto, with regard to any series of Convertible Securities, the Company or the Guarantor may terminate the obligations of the Company and the Guarantor under the Convertible Securities of any series, the Guarantee and this Indenture with respect to Convertible Securities of such series if:

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(a)all Convertible Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Convertible Securities of such series that have been replaced or paid or Convertible Securities of such series that are paid pursuant to Section 4.01 or Convertible Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.05) have been delivered to the Trustee for cancellation and the Company (or the Guarantor pursuant to the Guarantee) has paid all sums payable by it hereunder; or

(b)(i)the Convertible Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company or the Guarantor irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of such Convertible Securities for that purpose, money sufficient or U.S. Government Obligations, which through the payment of Principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment, to pay the Principal of and interest on the Convertible Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, and (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Convertible Securities of such series have been complied with and further stating that such deposit will not be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby.

With respect to the foregoing clause (a), only the Company’s and the Guarantor’s obligations under Section 8.07 in respect of the Convertible Securities of such series shall survive.  With respect to the foregoing clause (b), only the obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect of the Convertible Securities of such series and the Guarantee thereof shall survive until such Convertible Securities of such series are no longer outstanding.  Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Convertible Securities of such series and the Guarantee thereof shall survive.  After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantor under the Convertible Securities of such series, the Guarantee thereof and this Indenture with respect to the Convertible Securities of such series except for those surviving obligations specified above.

Section 9.02.Defeasance.  Except as provided below, or as otherwise specified in an indenture supplemental hereto with regard to any series of Convertible Securities, the Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Convertible Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Convertible Securities of such series and the Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied:

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(a)the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders of the Convertible Securities of such series, for payment of the Principal of and interest on the Convertible Securities of such series, money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment to pay and discharge the Principal of and accrued interest on the outstanding Convertible Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(b)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby;

(c)no Default, Event of Default, any other default or any Covenant Enforcement Event with respect to the Convertible Securities of such series shall have occurred and be continuing on the date of such deposit;

(d)the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Convertible Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and

(e)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 9.02 of the Convertible Securities of such series have been complied with.

The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Convertible Securities of such series and the Guarantee thereof shall survive until such Convertible Securities are no longer outstanding.  Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, shall survive.

Section 9.03.Covenant Defeasance.  Unless otherwise specified in an applicable indenture supplemental hereto with regard to any series of Convertible Securities, the Company and the Guarantor may omit to comply with any specific covenant relating to such series provided for in a supplemental indenture pursuant to Section 2.03 which may by its terms be defeased pursuant to this Section 9.03, and such omission shall be deemed not to be an Event of

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Default or Covenant Enforcement Event, with respect to the outstanding Convertible Securities of a series if:

(a)the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders of the Convertible Securities of such series, for payment of the Principal of and interest, if any, on the Convertible Securities of such series, money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof in an amount sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment to pay and discharge the Principal of and interest on the outstanding Convertible Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(b)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby;

(c)no Default, Event of Default, any other default or any Covenant Enforcement Event with respect to the Convertible Securities of such series shall have occurred and be continuing on the date of such deposit;

(d)the Company has delivered to the Trustee an Opinion of Counsel to the effect that such Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(e)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the covenant defeasance contemplated by this Section 9.03 of the Convertible Securities of such series have been complied with.

Section 9.04.Application of Trust Money.  Subject to Section 9.05, the Trustee or Paying and Conversion Agent shall hold in trust money or U.S. Government Obligations (or the proceeds thereof) deposited with it pursuant to Section 9.01, 9.02 or 9.03, as the case may be, in respect of the Convertible Securities of any series and shall apply the deposited money and the proceeds from deposited U.S. Government Obligations in accordance with the Convertible Securities of such series and this Indenture to the payment of Principal of and interest on the Convertible Securities of such series as the Trustee may determine, either directly or through any Paying Agent; but such money need not be segregated from other funds except to the extent required by law.  The Company, and failing which, the Guarantor, agrees to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.01, 9.02 or 9.03 or the Principal or

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interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Convertible Securities.

Section 9.05.Repayment to Company and the Guarantor.  Subject to Sections 8.07, 9.01, 9.02 and 9.03, the Trustee and the Paying and Conversion Agent shall promptly pay to the Company or to the Guarantor, as the case may be, upon request set forth in an Officers’ Certificate any money originally paid by a party making such request held by them at any time and not required to make payments hereunder and thereupon shall be relieved from all liability with respect to such money.  The Trustee and the Paying and Conversion Agent shall pay to the Company or to the Guarantor, as the case may be, upon written request any money originally paid by a party making such request held by them and required to make payments hereunder that remains unclaimed for two years; provided that the Trustee or such Paying and Conversion Agent before being required to make any payment may cause to be published at the expense of the Company or the Guarantor, as the case may be, once in an Authorized Newspaper in The City of New York and once in an Authorized Newspaper in Luxembourg or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company or to the Guarantor, as the case may be.  After payment to the Company or to the Guarantor, Holders entitled to such money must look to the Company or to the Guarantor, as the case may be, for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying and Conversion Agent with respect to such money shall cease.

ARTICLE 10

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01.Without Consent of Holders.  The Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Guarantee or the Convertible Securities of any series without notice to or the consent of any Holder:

(a)to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders;

(b)to comply with Articles 5 or Sections 6.02 or 6.03;

(c)to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

(d)to evidence and provide for the acceptance of appointment hereunder with respect to the Convertible Securities of any or all series by a successor Trustee;

(e)to establish the form or forms or terms of Convertible Securities of any series or of the Coupons appertaining to such Convertible Securities as permitted by Section 2.03, including to add to or modify the terms of the subordination of any such series from those set forth in Article 11 hereof;

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(f)to establish the form or forms or terms of the Guarantee of any series of Convertible Securities, including to add to or modify the terms of the subordination of any such series from those set forth in Article 12 hereof;

(g)to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose;

(h)to provide for a further guarantee from a third party on outstanding Convertible Securities of any series and the Convertible Securities of any series that may be issued under this Indenture;

(i)to give effect to the provisions relating to the conversion or exchange of Convertible Securities of a series upon the occurrence of the triggering events specified therefor in the related indenture supplemental hereto entered into  pursuant to Sections 2.03 and 3.12;

(j)to give effect to the substitution or variation of the terms of the Convertible Securities of a series in accordance with Section 3.10 and the related indenture supplemental hereto entered into pursuant to Sections 2.03 and 3.10

(k)to give effect to the substitution of the issuer in accordance with Section 3.11 with respect to the Convertible Securities of a series and the related indenture supplemental hereto entered into pursuant to Sections 2.03 and 3.11 and to give effect to any other change to this Indenture and the Guarantee with respect to such Convertible Securities or to such Convertible Securities contemplated by Section 3.11 and such indenture supplemental hereto; or

(l)to make any change that does not materially and adversely affect the rights of any Holder.

Notwithstanding anything in this Section 10.01 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.01.

Section 10.02.With Consent of Holders.  Subject to Sections 7.05 and 7.08, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend this Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of this Indenture, the Guarantee or the Convertible Securities of such series.

Notwithstanding the provisions of this Section 10.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 7.05, may not:

(a)extend the stated maturity of the Principal of or any installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption,

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repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in any applicable indenture supplemental hereto, to convert or exchange such Holder’s Convertible Security 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;

(b)reduce the percentage in principal amount of outstanding Convertible Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions of this Indenture or certain Defaults, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in this Indenture;

(c)waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or

(d)modify any of the provisions of this Section 10.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Convertible Security affected thereby.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Convertible Securities, or which modifies the rights of Holders of Convertible Securities of such series with respect to such covenant or provision, including provisions relating to the conversion of the Convertible Securities, shall be deemed not to affect the rights under this Indenture of the Holders of Convertible Securities of any other series or of the Coupons appertaining to such Convertible Securities.

It shall not be necessary for the consent of any Holder under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will mail supplemental indentures to Holders upon request.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Notwithstanding anything in this Section 10.02 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.02.

Section 10.03.Revocation and Effect of Consent.  Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every

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subsequent Holder of a Convertible Security or portion of a Convertible Security that evidences the same debt as the Convertible Security of the consenting Holder, even if notation of the consent is not made on any Convertible Security.  However, any such Holder or subsequent Holder may revoke the consent as to its Convertible Security or portion of its Convertible Security.  Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver shall become effective with respect to any Convertible Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Convertible Securities affected thereby.

The Company may, but shall not be obligated to, fix a record date (which may be not less than 10 nor more than 60 days prior to the solicitation of consents) for the purpose of determining the Holders of the Convertible Securities of any series affected entitled to consent to any amendment, supplement, waiver or other action to be taken by Holders hereunder.  If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement, waiver or other action or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement, waiver or other such action becomes effective with respect to the Convertible Securities of any series affected thereby, it shall bind every Holder of such Convertible Securities unless it is of the type described in any of clauses (a) through (d) of Section 10.02.  In case of an amendment or waiver of the type described in clauses (a) through (d) of Section 10.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Convertible Security that evidences the same indebtedness as the Convertible Security of the consenting Holder.

Section 10.04.Notation on or Exchange of Convertible Securities.  If an amendment, supplement or waiver changes the terms of any Convertible Security, the Trustee may require the Holder thereof to deliver it to the Trustee.  The Trustee may place an appropriate notation on the Convertible Security about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Convertible Security of such series thereafter authenticated.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Convertible Security shall issue and the Trustee shall authenticate a new Convertible Security of the same series and tenor that reflects the changed terms.

Section 10.05.Trustee to Sign Amendments, Etc.  The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 10 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, subject to customary exceptions.  Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights of the Trustee.  The Trustee may, but shall not be

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obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 10.06.Conformity with Trust Indenture Act.  Every supplemental indenture executed pursuant to this Article 10 shall conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE 11

STATUS AND SUBORDINATION OF THE CONVERTIBLE SECURITIES

Section 11.01.Status.  One or more indentures supplemental to this Indenture may provide that the payment of the Principal of and interest on a series of Convertible Securities are subordinated, to the extent and in the manner provided in this Article 11 and, pursuant to Section 2.03, in the more specific manner to be described in the applicable indenture supplemental hereto, to the right of payment in full to certain other present and future obligations of the Company (such subordinated Convertible Securities, “Subordinated Securities”).  Any Subordinated Securities will constitute direct, unsecured and subordinated obligations of the Company and, subject to any obligations mandatorily preferred by law, shall rank pari passu and without any preference among themselves.  The rights and claims of the Holders of any series of Subordinated Securities are subordinated as described in this Article 11 and any applicable indenture supplemental hereto with respect to such series.  The term “Holder” as used in this Article 11 shall mean the Holder of a Subordinated Security.

Section 11.02.Holders to be Subrogated to Rights of Senior Indebtedness. Subject to the payment (or provision made for payment) in full in cash or cash equivalents of all the Company’s indebtedness ranking senior in right of payment to the indebtedness evidenced by the Subordinated Securities, such senior indebtedness to be described more fully in any applicable indenture supplemental hereto in accordance with Section 2.03 (such indebtedness, “Senior Indebtedness”), the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on the Subordinated Securities shall be paid in full, in cash or cash equivalents and for the purpose of such subrogation no such payments or distributions to the holders of Senior Indebtedness by or on behalf of the Company, or by or on behalf of the Holders by virtue of this Article 11 and any applicable indenture supplemental hereto, which otherwise would have been made to the Holders shall, as between the Company and the Holders, be deemed to be payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article 11 and any applicable indenture supplemental hereto are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 or any applicable indenture supplemental hereto shall have been applied, pursuant to the provisions of this Article 11, to the payment of amounts payable under Senior Indebtedness, then the Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Senior Indebtedness in full in cash or cash equivalents.

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Section 11.03.Obligations of the Company Unconditional.  Nothing contained in this Article 11 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Subordinated Securities is intended to or shall impair, as between the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the Principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture or any applicable indenture supplemental hereto, subject to the rights, if any, under this Article 11 or any applicable indenture supplemental hereto, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.  Notwithstanding anything to the contrary in this Article 11 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Subordinated Securities, upon any distribution of assets of the Company referred to in this Article 11 or in any such indenture supplemental hereto, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which a dissolution, winding up, liquidation, désastre, administration, arrangement or reconstruction proceeding involving the Company or its assets is pending, or a certificate of the liquidator, administrator, commissioner or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or such representative or trustee on behalf of such holder.  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Section 11.04.Trustee Entitled to Assume Payments not Prohibited in Absence of Notice.  The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee with respect to the Subordinated Securities or any deposit contemplated by Section 11.05 unless and until a Responsible Officer of the Trustee shall have received, no later than three Business Days prior to such payment or deposit, written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any representative or trustee therefor and, prior to the receipt of

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any such written notice, the Trustee shall be entitled in all respects conclusively to assume that no such fact exists.

Section 11.05.Application by Trustee of Assets Deposited with it.  Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Company with the Trustee pursuant to and in accordance with Section 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of Subordinated Securities, shall not be subject to the subordination provisions of this Article 11 or any applicable indenture supplemental hereto.  Otherwise, any deposit of assets by the Company with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment of Principal of or interest on any Subordinated Securities shall be subject to the provisions of this Article 11 or any applicable indenture supplemental hereto; provided, that, if prior to the third Business Day preceding the date of such deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such deposit the written notice provided for in Section 11.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 11.06.Subordination Rights not Impaired by Acts or Omissions of the Company, the Trustee, Holders of Senior Indebtedness or Holders.  No act, or failure to act, of any holder of the Senior Indebtedness or their respective representatives or trustees (including, without limitation, any action referred to in this Section 11.06), the Company, the Trustee, any Holder or any other Person in accordance with the terms, covenants or the provisions of this Article 11 or any applicable indenture supplemental hereto (regardless of any knowledge thereof which any such holder of the Senior Indebtedness may have or otherwise be charged with) or any dissolution, winding up, liquidation, administration, désastre, Arrangement and Reconstruction or similar proceeding with respect to the Company shall affect the provisions of this Article 11 or any applicable indenture supplemental hereto, the obligations owed by the Company, the Trustee or any Holder to the holders of the Senior Indebtedness under this Article 11 or any applicable indenture supplemental hereto or the rights of any holder of Senior Indebtedness under this Article 11 or any applicable indenture supplemental hereto.

The Company, the Trustee and each Holder, by accepting the Subordinated Securities, hereby agrees that the taking of any of the following actions, with or without notice, by the holders of the Senior Indebtedness and their respective representatives, will not in any way affect the provisions of this Article 11: (i) changing the manner, place or terms of payment or extending the time of payment of, or renewing or altering, any agreement or instrument creating, evidencing or governing any Senior Indebtedness, or consenting to any amendment or change of any terms of any such agreement or instrument, each as amended from time to time; (ii) granting extensions or renewals of any such agreement or instrument and any other indulgence with respect thereto, or effecting any release, compromise or settlement with respect thereto; (iii) releasing any Person liable in any manner for the payment or collection of any Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise disposing of any item of security at any time securing any Senior Indebtedness, whether or not the collateral, if any, received upon the exercise of such power shall be of a character or value the same as or

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different from the character or value of the item of security released; (v) exercising or refraining from exercising any rights or remedies against the Company or any other Person; and (vi) taking any other action, or refraining from taking any action, that, in the absence of authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting, any of the provisions of this Article 11.

Section 11.07.Claims Filed on Behalf of the Holders.  In the event of any dissolution, winding-up, liquidation, administration, Arrangement and Reconstruction or any reorganization or similar proceeding with respect to the Company (whether in bankruptcy, insolvency, désastre, administration or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company) tending towards liquidation of the business and assets of the Company, the Trustee may, on behalf of each Holder, cause the immediate filing of a claim for the unpaid balance of such Holder’s Subordinated Securities in the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Indebtedness or their respective representatives or trustees are hereby authorized to have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders of said Subordinated Securities.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Indebtedness or their respective representatives or trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Subordinated Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Indebtedness or their respective representatives or trustees to vote in respect of the claim of any Holder in any such proceeding.

Section 11.08.Right of Trustee to Hold Senior Indebtedness.  The Trustee shall be entitled to all of the rights set forth in this Article 11 or any applicable indenture supplemental hereto in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or any applicable indenture supplemental hereto shall be construed to deprive the Trustee of any of its rights as such holder.  Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07.

Section 11.09.Article 11 Not to Prevent Events of Default.  The failure to make a payment on account of Principal of or interest on the Subordinated Securities by reason of any provision of this Article 11 or any applicable indenture supplemental hereto shall not be construed as preventing the occurrence of a Default or an Event of Default under Sections 7.01or 7.02 or under any applicable indenture supplemental hereto or in any way prevent the Holders from exercising any right hereunder other than the right to receive payment on the Subordinated Securities.

Section 11.10.No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of Subordinated Securities or the Company or any other Person, cash, property or securities to

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which any holders of Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.  Nothing in this Section 11.10 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative.

Section 11.11.Agreement of the Holders. Each Holder, by accepting the Subordinated Securities, (i) hereby agrees to and waives notice of the acceptance by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, of, and reliance by each such holder on, the subordination provisions contained in Article 11 of this Indenture and in any applicable indenture supplemental hereto, and shall be bound by such provisions, (ii) hereby authorizes and expressly directs the Trustee on such Holder’s behalf to take such action in accordance with the terms of this Indenture and any applicable indenture supplemental hereto as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) hereby appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

ARTICLE 12

STATUS AND SUBORDINATION OF THE GUARANTEE

Section 12.01.Status.  One or more indentures supplemental to this Indenture may provide that the obligations of the Guarantor under the Guarantee are subordinated to the extent and in the manner provided in this Article 12 and, pursuant to Section 2.03, in the more specific manner to be described in the applicable indenture supplemental hereto, to the right of payment in full of certain of the present and future obligations of the Guarantor (such subordinated Guarantee, the “Subordinated Guarantee”).  Any Subordinated Guarantee will constitute direct, unsecured and subordinated obligations of the Guarantor, as described in this Article 12 and any applicable indenture supplemental hereto.  The rights and claims of the Holder of Convertible Securities of a series having a Subordinated Guarantee executed by the Guarantor endorsed thereon, are subordinated as described in this Article and in any indenture supplemental hereto with respect to such series.  The term “Holder” as used in this Article 12, shall mean the Holder of a Convertible Security having a Subordinated Guarantee.

Section 12.02.Holders to be Subrogated to Rights of Guarantor Senior Indebtedness.  Subject to the payment (or provision made for payment) in full in cash or cash equivalents of all of the Guarantor’s indebtedness ranking senior in right of payment to the indebtedness evidenced by the Subordinated Guarantee, such senior indebtedness to be described more fully in any applicable indenture supplemental hereto in accordance with Section 2.03 (such indebtedness, “Guarantor Senior Indebtedness”), the holders of the Convertible Securities on which the Subordinated Guarantee is endorsed shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive the delivery of the Guarantor’s shares or American depositary shares, if applicable, in each case according to the terms thereof and of this Indenture and any indenture supplemental hereto referred to therein, or to receive payments or distributions of assets of the Guarantor applicable to the Guarantor Senior Indebtedness until all amounts owing on the Convertible Securities shall be paid in full, in cash or cash equivalents and for the purpose of such subrogation no such payments or distributions to the holders of Guarantor Senior Indebtedness by or on behalf of the Guarantor, or by or on behalf of the Holders by virtue of this Article 12 and any applicable indenture supplemental hereto, which

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otherwise would have been made to the Holders shall, as between the Guarantor and the Holders, be deemed to be payment by the Guarantor to or on account of the Guarantor Senior Indebtedness, it being understood that the provisions of this Article 12 and any applicable indenture supplemental hereto are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Guarantor Senior Indebtedness, on the other hand.  If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 12 or any applicable indenture supplemental hereto shall have been applied, pursuant to the provisions of this Article 12, to the payment of amounts payable under Guarantor Senior Indebtedness, then the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Guarantor Senior Indebtedness in full in cash or cash equivalents.

Section 12.03.Obligations of the Guarantor Unconditional.  Nothing contained in this Article 12 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Convertible Securities or the Subordinated Guarantee is intended to or shall impair, as between the Guarantor and the Holders, the obligation of the Guarantor, which is absolute and unconditional, to deliver Guarantor’s shares or American depositary shares, if applicable, in each case according to the terms thereof and of this Indenture and any indenture supplemental hereto referred to therein, and to pay to the Holders any payment due under the Subordinated Guarantee in respect of the Principal of and interest on the Convertible Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantor other than the holders of the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture or any applicable indenture supplemental hereto, subject to the rights, if any, under this Article 12 and any applicable indenture supplemental hereto, of the holders of Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.  Notwithstanding anything to the contrary in this Article 12 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Convertible Securities or in the Subordinated Guarantee, upon any distribution of assets of the Guarantor referred to in this Article 12 or in any such indenture supplemental hereto, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which a dissolution, winding up, liquidation or reorganization proceeding involving the Company or its assets is pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Guarantor Senior Indebtedness (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or such representative or trustee on

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behalf such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Section 12.04.Trustee Entitled to Assume Payments not Prohibited in Absence of Notice.  The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee with respect to the Subordinated Guarantee or any deposit contemplated by Section 12.05 unless and until a Responsible Officer of the Trustee shall have received, no later than three Business Days prior to such payment or deposit, written notice thereof from the Guarantor or from one or more holders of Guarantor Senior Indebtedness or from any representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to assume that no such fact exists.

Section 12.05.Application by Trustee of Assets Deposited with it.  Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Guarantor with the Trustee pursuant to and in accordance with Section 9.01, 9.02 or 9.03 shall be for the sole benefit of Securityholders and, to the extent (i) the making of such deposit by the Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Guarantor Senior Indebtedness and (ii) allocated for the payment under the Convertible Securities (pursuant to the Subordinated Guarantee), shall not be subject to the subordination provisions of this Article 12 or any applicable indenture supplemental hereto.  Otherwise, any deposit of assets by the Guarantor with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment under the Subordinated Guarantee of Principal of or interest on the Convertible Securities shall be subject to the provisions of Section 12.01 or any indenture supplemental hereto; provided, that, if prior to the third Business Day preceding the date of such deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such assets the written notice provided for in Section 12.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 12.06.Subordination Rights not Impaired by Acts or Omissions of the Guarantor, the Company, the Trustee, Holders of Guarantor Senior Indebtedness or Securityholders.  No act, or failure to act, of any holder of the Guarantor Senior Indebtedness or their respective representatives (including, without limitation, any action referred to in this Section 12.06), the Guarantor, the Trustee, any Holder or any other Person in accordance with the terms, covenants or the provisions of this Article 12 and any applicable indenture supplemental hereto (regardless of any knowledge thereof which any such holder of the Guarantor Senior Indebtedness may have or otherwise be charged with) or any reorganization or similar proceeding with respect to the Guarantor shall affect the provisions of this Article 12 or

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any applicable indenture supplemental hereto, the obligations owed by the Guarantor, the Trustee or any Holder to the holders of the Guarantor Senior Indebtedness under this Article 12 or any applicable indenture supplemental hereto or the rights of any holder of Guarantor Senior Indebtedness under this Article 12 or any applicable indenture supplemental hereto.

The Guarantor, the Trustee and each Holder hereby agree that the taking of any of the following actions, with or without notice, by the holders of the Guarantor Senior Indebtedness and their respective representatives, will not in any way affect the provisions of this Article 12: (i) changing the manner, place or terms of payment or extending the time of payment of, or renewing or altering, any agreement or instrument creating, evidencing or governing any Guarantor Senior Indebtedness, or consenting to any amendment or change of any terms of any such agreement or instrument, each as amended from time to time; (ii) granting extensions or renewals of any such agreement or instrument and any other indulgence with respect thereto, or effecting any release, compromise or settlement with respect thereto; (iii) releasing any Person liable in any manner for the payment or collection of any Guarantor Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise disposing of any item of security at any time securing any Guarantor Senior Indebtedness, whether or not the collateral, if any, received upon the exercise of such power shall be of a character or value the same as or different from the character or value of the item of security released; (v) exercising or refraining from exercising any rights or remedies against the Guarantor or any other Person; and (vi) taking any other action, or refraining from taking any action, that, in the absence of authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting, any of the provisions of this Article 12.

Section 12.07.Securityholders Authorize Trustee to Effectuate Subordination of Subordinated Guarantee.  Each holder of the Subordinated Guarantee endorsed on the Convertible Securities by his or her acceptance thereof authorizes and expressly directs the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture as may be necessary or appropriate to effectuate the subordination provisions contained in this Article 12 or any applicable indenture supplemental hereto and to protect the rights of the Holders pursuant to this Indenture and any applicable indenture supplemental hereto, and appoints the Trustee his or her attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or any reorganization or similar proceeding with respect to the Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Guarantor) tending towards liquidation of the business and assets of the Guarantor, the immediate filing of a claim for the unpaid balance of his or her Convertible Securities in the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Guarantor Senior Indebtedness or their respective representatives are hereby authorized to have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the holders of the Convertible Securities on which the Subordinated Guarantee is endorsed.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Guarantor Senior Indebtedness or their respective representatives to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Subordinated Guarantee, the Convertible Securities or the rights of any Holder

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thereof, or to authorize the Trustee or the holders of Guarantor Senior Indebtedness or their respective representatives to vote in respect of the claim of any Securityholder in any such proceeding.

Section 12.08.Right of Trustee to Hold Guarantor Senior Indebtedness.  The Trustee shall be entitled to all of the rights set forth in this Article 12 and any applicable indenture supplemental hereto in respect of any Guarantor Senior Indebtedness at any time held by it to the same extent as any other holder of Guarantor Senior Indebtedness, and nothing in this Indenture or any applicable indenture supplemental hereto shall be construed to deprive the Trustee of any of its rights as such holder.  Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07.

Section 12.09.Article 12 Not to Prevent Events of Default.  The failure to make a payment under the Subordinated Guarantee on account of Principal of or interest on the Convertible Securities by reason of any provision of this Article 12 or any applicable indenture supplemental hereto shall not be construed as preventing the occurrence of a Default or an Event of Default under Sections 7.01 or 7.02 or under any applicable indenture supplemental hereto or in any way prevent the Holders from exercising any right hereunder other than the right to receive payment under the Subordinated Guarantee on the Convertible Securities.

Section 12.10.No Fiduciary Duty of Trustee to Holders of Guarantor Senior Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the holders of the Subordinated Guarantee endorsed on the Convertible Securities or the Guarantor or any other person, cash, property or securities to which any holders of Guarantor Senior Indebtedness shall be entitled by virtue of this Article 12 or any applicable indenture supplemental hereto or otherwise. Nothing in this Section 12.10 shall affect the obligation of any other such person to hold such payment for the benefit of, and to pay such payment over to, the holders of Guarantor Senior Indebtedness or their representative.

Section 12.11.Agreement of the Holders. Each Holder, by accepting the Subordinated Guarantee, hereby agrees to and waives notice of the acceptance by each holder of Guarantor Senior Indebtedness, whether now outstanding or hereafter incurred, of, and reliance by each such holder on, the subordination provisions contained in Article 12 of this Indenture and in any applicable indenture supplemental hereto, and shall be bound by such provisions.

ARTICLE 13

TAXATION

Section 13.01.Taxation.  For any series of Convertible Securities, if specifically provided by the applicable supplemental indenture, all payments of principal, premium (if any) and/or interest to Holders by or on behalf of the Company in respect of the Convertible Securities of such series or by or on behalf of the Guarantor under the Guarantee thereof shall be

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made without withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law.  In that event, the Company or, as the case may be, the Guarantor shall pay such additional amounts (“Additional Amounts”) as will result (after such withholding or deduction) in receipt by the Holders of such Convertible Securities of the sums which would have been receivable (in the absence of such withholding or deduction) from it in respect of their Convertible Securities or the Guarantee endorsed thereon, as the case may be; except that no such Additional Amounts shall be payable with respect to any Convertible Security of such series or the Guarantee endorsed thereon, as the case may be, on account of:

(a)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, by reason of the Holder having some connection with a Tax Jurisdiction other than the mere holding of such Convertible Security or the Guarantee endorsed thereon, as the case may be; or

(b)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment more than 30 days after the Due Date (as defined below) except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Business Day; or

(c)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, where such withholding or deduction is imposed on a payment to an individual and is (A) required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive, (B) required to be made pursuant to the Agreement between the European Community and the Confederation of Switzerland dated as of 26 October 2004 (the “Swiss Savings Tax Agreement”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, the Swiss Savings Tax Agreement, (C) required to be made pursuant to agreements between Guernsey and the EU Member States (the “Guernsey Savings Tax Agreements”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such Guernsey Savings Tax Agreements, or (D) required to be made pursuant to any agreements between the European Community and other countries or territories providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreements; or

(d)any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner of the Convertible Security (or any financial institution through which the Holder or beneficial owner holds the Convertible

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Security or through which payment on the Convertible Security is made) to enter into or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning United States accounts maintained by the Holder or beneficial owner (or any such financial institution) or concerning United States ownership of the Holder or beneficial owner (or any such financial institution), or any substantially similar requirement or agreement, if entering into or complying with such requirement or agreement is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; or

(e)any such taxes, duties, assessments or other governmental charges imposed on a payment in respect of the Convertible Securities or the Guarantee endorsed thereon, as the case may be, and which is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down (x) in the European Council Directive 2003/48/EC or (y) in the draft legislation proposed by the Swiss Federal Council on 22 December 2010, in particular the principle to have a person other than the Company or Guarantor withhold or deduct tax, such as, without limitation, any Paying or Conversion Agent; or

(f)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Convertible Security or the Guarantee endorsed thereon, as the case may be, to another Paying and Conversion Agent in a Member State of the European Union; or

(g)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security where such withholding or deduction is required by the Swiss Federal Withholding Tax Code of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer vom 13 Oktober 1965 as amended from time to time); or

(h)any combination of two or more items (a) to (g) above.

If the Company determines that it has an obligation to deduct and withhold tax on a payment to any Holder, including in respect of a conversion of the Convertible Securities for ordinary shares or American depository shares, as a result of the conditions described in paragraph (d) above, to the extent permitted by law the Company may, at its option, satisfy such obligation with any assets of the Holder held by or subject to the control of the Company or by directing the sale, on behalf of and for the account of the Holder, of any portion of such shares as necessary in order to pay such tax.

At least 10 days prior to the first interest payment date with respect to a series of Convertible Securities and at least 10 days prior to each date of payment of Principal of or interest on the Convertible Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the Paying and Conversion Agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying and Conversion Agent whether such payment of Principal of or interest on the Convertible Securities of that series or on the Guarantee endorsed thereon shall be made to Holders of the Convertible Securities of that series without withholding or deduction for or on account of any Taxes. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that Additional Amounts will be payable and the amounts so payable to each Holder, and the Company or the Guarantor, as the case may be, shall pay to the Trustee or such Paying and Conversion Agent the Additional Amounts required to be paid by this Section. The Company and the Guarantor covenant to indemnify the Trustee and any Paying and Conversion

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Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Convertible Security of any series or any Guarantee endorsed thereon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this section, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not.

Section 13.02.Tax Redemption.  If specifically provided by the applicable supplemental indenture, the Company may redeem all, but not some only, of the Convertible Securities of a series at its option at any time on giving not less than 30 calendar days nor more than 60 calendar days notice, at the amount of the Convertible Securities of such series being redeemed set forth in the applicable supplemental indenture, together with accrued interest to (but excluding) the relevant redemption date, if it has or will (or the Guarantor would, if required to pay under the Guarantee) become obligated to pay Additional Amounts on such series of Convertible Securities, as described in the applicable supplemental indenture, as a result of certain changes in, or amendments to, the laws (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction.

ARTICLE 14

MEETINGS OF HOLDERS

Section 14.01.Purposes of Meetings.  A meeting of the Holders, in each case with respect to the Convertible Securities held by such Holders, may be called at any time from time to time pursuant to this Article 14 for any of the following purposes:

(a)to give any notice to the Company, the Guarantor or the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default, Event of Default, any other default or any Covenant Enforcement Event hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to Article 7 hereof or any other provision of this Indenture;

(b)to remove the Trustee and appoint a successor trustee pursuant to Article 8 hereof;

(c)to consent to the execution of a supplemental indenture pursuant to Article 10;

(d)to consent to the waiving of certain covenants pursuant to Section 10.02;

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(e)for the purpose of allowing Holders of a majority in aggregate principal amount of the outstanding Convertible Securities to approve any matter, proposal or question proposed by the Company or the Guarantor with respect to matters not contemplated by clauses (a)-(d).

Section 14.02.Place of Meetings.  Meetings of Holders may be held at such place or places in the Borough of Manhattan, the City and State of New York as the Trustee or, in case of its failure to act, the Company or the Guarantor or the Holders calling the meeting, shall from time to time determine.

Section 14.03.Call and Notice of Meetings.

(a)The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of Holders to be held at such time and at such place in the Borough of Manhattan, the City and State of New York in the location determined by the Trustee pursuant to Section 14.02. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be published in the manner contemplated by Section 15.02 hereof.

(b)In case at any time the Company or the Guarantor, or the Holders of at least 25%  in aggregate principal amount of the Convertible Securities of any series then outstanding, shall have requested the Trustee to call a meeting of the Holders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given notice of such meeting within 20 days after receipt of such request, then the Company or the Guarantor or the Holders of at least 25% in aggregate principal amount of the Convertible Securities of such series then outstanding may determine the time (not less than 21 days after notice is given) and the place in the Borough of Manhattan, the City and State of New York for such meeting and may call such meeting to take any action authorized in Section 14.01 by giving notice thereof as provided in clause (a) of this Section 14.03.

Section 14.04.Voting at Meetings.

(a)To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder or (ii) a Person appointed by an instrument in writing made available from the office of the Registrar as proxy for a Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons so entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Company and its counsel and any representatives of the Guarantor and its counsel.

(b)Any Holder which is a corporation may, by delivering to the Registrar before the time fixed for any meeting a resolution of its directors or other governing body, authorize any person to act as its representative (a “representative”) in connection with any meeting of the Holders and any adjourned such meeting.

(c)If a Holder of a Convertible Security is a clearing system or a nominee of a clearing system and the rules or procedures of such clearing system so require, such nominee

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or clearing system may appoint proxies in accordance with, and in the form used, by such clearing system as part of its usual procedures from time to time in relation to meetings of Holders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorized officer of the corporation and delivered to the Registrar before the time fixed for any meeting, appoint the any person (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Holders. All references to “proxy” or “proxies” in this Indenture other than in this sub-section 14.04(c) shall be read so as to include references to “sub-proxy” or “sub-proxies.”

(d)For so long as the Convertible Securities are eligible for settlement through a clearing system’s book-entry settlement system and the rules or procedures of such clearing system so require, the Company or the Trustee may fix a record date for the purpose of any meeting, provided such record date is no more than 10 calendar days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting.

Any proxy appointed pursuant to Section 14.04(a) or 14.04(c) above or representative appointed pursuant to Section 14.04(b) above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Holders, to be the holder of the Convertible Securities to which such appointment relates and the holder of the Convertible Securities shall be deemed for such purposes not to be the holder or owner, respectively.

Section 14.05.Voting Rights, Conduct and Adjournment.

(a)Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof of holding of Convertible Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Convertible Securities shall be proved in the manner specified in Section 15.05 hereof and the appointment of any proxy shall be proved in such manner as is deemed appropriate by the Trustee or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank, banker, notary or trust company customarily authorized to certify to the holding of a security.

(b)At any meeting of Holders, the presence of Person(s) holding or representing Convertible Securities in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum.  Any meetings of Holders duly called pursuant to Section 14.03 hereof may be adjourned from time to time by vote of the Holders of not less than a majority in aggregate principal amount of the Convertible Securities represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting

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may be held as so adjourned without further notice. No action at a meeting of Holders shall be effective unless approved by Holders of not less than the percentage in aggregate principal amount of the Convertible Securities then outstanding otherwise required by this Indenture for the taking of such action.  The passing of a resolution at any such meeting shall be conclusive evidence that the circumstances justify its passing.  Any approval so granted shall bind all the Holders whether or not present at the meeting and each of them shall be bound to give effect accordingly.

(c)At any meeting of Holders, each Holder or proxy shall be entitled to one vote for each US$1.00 principal amount of outstanding Convertible Securities held or represented at such meeting.  A person entitled to more than one vote need not vote them all the same way.

(d)The vote upon any resolution submitted to any meeting of Holders of Convertible Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Convertible Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the outstanding Convertible Securities of such series held or represented by them.  The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the chairman of the meeting their verified written reports in duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the proceedings of each meeting of Holders of Convertible Securities of any series shall be prepared by the chairman of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.03.  Each copy shall be signed and verified by the affidavits of the chairman of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Until the contrary is proved, every meeting for which records have been so made and verified shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

A written resolution signed by the Holders of not less than the principal amount of the Convertible Securities then outstanding otherwise required for the taking of action under this Indenture shall have the same effect as if it were a resolution passed at a meeting. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders.

The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within fifteen minutes from the time fixed for the meeting, the Holders or proxies or representatives representing a majority in aggregate principal amount of the Convertible Securities present at the meeting shall choose one of their number to be chairman, failing which the Company may appoint a chairman.

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The chairman may, but need not, be a Holder or representative or proxy. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.

Section 14.06.Meetings after Substitution Date.  Notwithstanding anything in this Article 14 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Article 14.

ARTICLE 15

MISCELLANEOUS

Section 15.01.Trust Indenture Act of 1939.  This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

Section 15.02.Notices.  Any notice or communication shall be sufficiently given if written and (a) if delivered in person, when received or (b) if mailed by first class mail, 5 days after mailing, or (c) as between any two of the Company, the Guarantor and the Trustee if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

if to the Company:

Credit Suisse Group (Guernsey) I Limited
Helvetia Court
South Esplanade
St.  Peter Port
Guernsey GYI 3WF, Channel Islands
Facsimile No.:  +44 1481 724676
Attention:  Anthony Le Conte, Director

with a copy to the Guarantor at the address indicated below

if to the Guarantor:

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Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
Facsimile No.:  +41-1-210-2120
Attention:  Legal Department

if to the Trustee:

HSBC Bank USA, N.A.
10 East 40th Street
New York, New York 10016
Facsimile No.: (212) 525-1300
Attention:  Corporate Trust and Loan Agency

The Company, the Guarantor or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication shall be sufficiently given to Holders of any Unregistered Securities by publication at least once in an Authorized Newspaper in The City of New York and at least once in an Authorized Newspaper in Luxembourg, and by mailing to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing by first class mail postage prepaid to such Holders at their addresses as they shall appear on the Security Register.  Notice mailed shall be sufficiently given if so mailed within the time prescribed.  Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 15.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.  In case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 15.03.Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee:

(a)an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(b)an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 15.04.Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(c)a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

(e)Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited at its registered office for the time being in England to act as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. If for any reason such agent shall cease to be such agent for the service of process, each of the Company and the Guarantor shall forthwith appoint a new agent for service of process in England and deliver to the Paying and Conversion Agent a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.

Section 15.05.Evidence of Ownership.  The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Company, the Guarantor, the Trustee, nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.  The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Convertible Security and the date of his holding the same, may be proved by the production of such Convertible Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory.

Each such certificate shall be dated and shall state that on the date thereof a Convertible Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate.  Any such certificate may be issued in respect of one or more Unregistered Securities specified therein.  The holding by the Person named in any such certificate of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (a) another certificate bearing a later date issued in respect of the same Convertible Securities shall be produced or (b) the Convertible Security specified in such certificate shall be produced by some other Person, or (c) the Convertible Security specified in such certificate shall have ceased to be outstanding.  Subject to Article 8, the fact and date of the execution of any such instrument and the amount

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and numbers of Convertible Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.

The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the Person in whose name any Registered Security of a series shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company, the Guarantor nor the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

Section 15.06.Currency Indemnitee.  Any amount received or recovered in a currency in which payment under the relevant series of Convertible Securities is due (the “Required Currency”)  (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Company or the Guarantor or otherwise) by any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor shall only constitute a discharge to the Company or the Guarantor, as the case may be, to the extent of the amount of the Required Currency that 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 the amount received or recovered by a Holder is less than the amount expressed to be due to the recipient under any Convertible Security, the Company, failing whom the Guarantor, or in connection with any payment under the Guarantee, the Guarantor, shall indemnify it against any loss sustained by it as a result.  In any event, the Company, failing which the Guarantor, or in connection with any payment under the Guarantee, the Guarantor, shall indemnify the recipient against the cost of making any such purchase.  For the purposes of this Section 15.06, it shall be sufficient for the 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 and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence 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 Convertible Security or any other judgment or order.

Section 15.07.No Set-Off.  Subject to applicable law, and except as otherwise provided in an indenture supplemental hereto with respect to a series of Convertible Securities, 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 in respect of, or arising under or in connection with a series of Convertible Securities and each Holder shall, by virtue of being a Holder, be deemed to have waived all such rights of set-off, compensation or retention.

Section 15.08.Prescription.  Claims against the Company and/or the Guarantor for payment in respect of the Convertible Securities, shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the

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appropriate Due Date in respect of them unless a shorter period is prescribed by applicable law.  For the purposes of this Section 15.08, “Due Date” means, in respect of any payment on any Convertible Security, the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount required to be paid is made or, in the case where presentation is required pursuant to the terms of the Convertible Security, (if earlier) the date seven days after that on which notice is duly given to the Holders that, upon further presentation of the certificate representing the Convertible Security being made in accordance with the terms of the Convertible Security, such payment will be made, provided that payment is in fact made upon such presentation

Section 15.09.No Security.  The Company and the Guarantor may not create or permit to exist any pledge or other security interest over the Company’s assets or the Guarantor’s assets, as the case may be, to secure its respective obligations in respect of the Convertible Securities.

Section 15.10.No Government Guarantee.  The Convertible Securities are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Guernsey, Switzerland or any other jurisdiction.  Except as otherwise provided in the terms of a series of Convertible Securities, the Convertible Securities do not have the benefit of any agency or governmental guarantee.

Section 15.11.Rules by Trustee, Paying and Conversion Agent or Registrar.  The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Paying and Conversion Agent or Registrar may make reasonable rules for its functions.

Section 15.12.Payment Date other than a Business Day.  If any date for payment of Principal or interest on any Convertible Security shall not be a Business Day at any place of payment, then payment of Principal of or interest on such Convertible Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment for the period from and after such date.

Section 15.13.Governing Law; Jurisdiction and Services of Process; Sovereign Immunity.

(a)This Indenture, the Convertible Securities, the Guarantees and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law, except that the provisions of Articles 11 and 12 relating to the status and degree of subordination of the Convertible Securities and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor, and except that with respect to those provisions of the Trust Indenture Act that are included or deemed to be included herein or that are deemed by the Trust Indenture Act to be part of and to govern this Indenture, the Trust Indenture Act shall govern.

(b)Except as provided below, the courts of England shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with any Convertible

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Securities or the Guarantee and, accordingly, any legal action or proceedings arising out of or in connection with any Convertible Securities or the Guarantee (“Proceedings”) may be brought in such courts.  Each of the Company and the Guarantor submits to the jurisdiction of the courts of England in respect of any such Proceedings and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.  These submissions are made for the benefit of each of the Holders of the Convertible Securities and the Trustee.  Nothing in this Section 15.13(b) shall affect the rights of Holders or the Trustee to take proceedings in Switzerland or the Island of Guernsey in respect of the remedies referred to in Article 7.

(c)To the extent that the Company or the Guarantor is or may become entitled to claim for itself any immunity from jurisdiction (sovereign or otherwise) and to the extent that in any jurisdiction there may be attributed to the Company or the Guarantor such an immunity (whether or not claimed), the Company and the Guarantor hereby irrevocably waive and severally agree not to claim any immunity from suit, jurisdiction, execution of a judgment, or attachment or set-off in aid of execution of a judgment, to which they or their respective property might otherwise be entitled in any Proceeding arising out of or based on this Indenture, the Guarantee or the Convertible Securities.  The agreements and waiver contained in this Section 15.13(c) are intended to be effective upon the execution of this Indenture without any further act by the Company or the Guarantor before any such court and introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence of such waiver.

(d)The Company and the Guarantor have appointed Credit Suisse (USA), Inc., at 11 Madison Avenue, New York, New York 10010, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding arising out of or based upon this Indenture, the Convertible Securities and the Guarantee.  The Company and Guarantor hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, such appointment to be irrevocable until the appointment of a successor Authorized Agent in The City of New York for such purpose and such successor’s acceptance of such appointment shall have occurred.  If at any time the Authorized Agent no longer has an office in the Borough of Manhattan, The City of New York, upon whom process may be served in any Proceeding arising out of or based upon this Indenture, the Convertible Securities or the Guarantee, the Company and the Guarantor will immediately appoint an Authorized Agent upon whom such process may be served and shall deliver to the Trustee a copy of the new Authorized Agent’s acceptance of that appointment.  Until this Indenture is terminated, the Company and the Guarantor shall maintain an Authorized Agent in The City of New York, and the Company and the Guarantor agree to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company or the Guarantor, as the case may be.

(e)Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited at its registered office for the time being in England to act as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. If for any reason such agent shall cease to be such agent for the service of process, each of the Company and the Guarantor shall forthwith appoint a new agent for service of process in England and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.

Section 15.14.No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company, the Guarantor or any Subsidiary of the Company or the Guarantor.  Any such indenture or agreement may not be used to interpret this Indenture.

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Section 15.15.Successors.  All agreements of the Company and the Guarantor in this Indenture, the Guarantee and the Convertible Securities shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its respective successors.

Section 15.16.Duplicate Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 15.17.Separability.  In case any provision in this Indenture or in the Convertible Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 15.18.Table of Contents, Headings, Etc.  The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

Section 15.19.Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability.  No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Convertible Securities and the Coupons appertaining thereto and the Guarantee endorsed thereon by the holders thereof and as part of the consideration for the issue of the Convertible Securities and the Coupons appertaining thereto and the Guarantee endorsed thereon.

Section 15.20.Waiver of Trial by Jury.  EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE CONVERTIBLE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SIGNATURES

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

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED, as the Company
By:	/s/ Roy McGregor
	Name: Roy McGregor
	Title: Member of the Board of Directors
By:	/s/ Kenneth Wallbridge
	Name: Kenneth Wallbridge
	Title: Member of the Board of Directors
CREDIT SUISSE GROUP AG, as the Guarantor
By:	/s/ Sharon O’Connor
	Name: Sharon O’Connor
	Title: Authorized Person
By:	/s/ John Kneafsey
	Name: John Kneafsey
	Title: Authorized Person
HSBC BANK USA, N.A., as Trustee
By:	/s/ Ignazio Tamburello
	Name: Ignazio Tamburello
	Title: Vice President

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Annex I

[FORM OF SENIOR OR SUBORDINATED GUARANTEED CONVERTIBLE SECURITY]

[FACE OF NOTE]

PRINCIPAL AMOUNT:  $                      
CUSIP:                       
No.:

[Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible Security may not be transferred except as a whole by the Depositary to the 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.]

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

       % Convertible Security

Due                 

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED, a Guernsey incorporated non-cellular company limited by shares (the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of                dollars on                               , in the coin or currency of the United States, and to pay interest, [semi-annually] on              and              of each year, commencing                     , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Convertible Security, from the            or the             , as the case may be, next preceding the date of this Convertible Security to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Convertible Security, or unless no interest has been paid or duly provided for on the Convertible Securities of this series, in which case from                     , until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or by wire transfer as provided in the Indenture.  Notwithstanding the foregoing, if the

I-2

date hereof is after the     th day of            or              , as the case may be, and before the following            or             , this Convertible Security shall bear interest from such              or             ; provided, that if the Company shall default in the payment of interest due on such            or           , then this Convertible Security shall bear interest from the next preceding            or           , to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on the Convertible Securities of this series, from                 .  The interest so payable on any          or          will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Convertible Security is registered at the close of business on the          or             , as the case may be, next preceding such            or             , whether or not such day is a Business Day.

Reference is made to the further provisions of this Convertible Security set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Convertible Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

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IN WITNESS WHEREOF, CREDIT SUISSE GROUP (GUERNSEY) I LIMITED has caused this Convertible Security to be duly executed.

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

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

Dated:

HSBC BANK USA, N.A.,
as Trustee
By:
	Authorized Officer

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REVERSE OF CONVERTIBLE SECURITY

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

       % Convertible Security

Due                 

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

This Convertible Security is one of a duly authorized issue of [senior][subordinated] debt securities convertible into shares or American depositary shares of the Guarantor (as defined below) to be issued in one or more series (hereinafter called the “Convertible Securities”) all issued or to be issued under and pursuant to an indenture for senior or subordinated guaranteed exchangeable or convertible debt securities dated as of               ,          (herein called the “Indenture”), among the Company, Credit Suisse Group AG, as guarantor (the “Guarantor,” which term includes any successor guarantor under the Indenture) and HSBC Bank USA, N.A., as trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Convertible Securities, including the Guarantee endorsed hereon.  The Convertible Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different conversion provisions (if any)[, may be subject to different subordination provisions (if any)], may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.  This Convertible Security is one of a series designated as the       % Convertible Securities Due        of the Company, limited in initial aggregate principal amount to $                .

Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue Principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Convertible Security.  Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, if a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

[This Convertible Security is [convertible][exchangeable] for [ordinary shares] [American Depositary Shares] of the Guarantor under the following circumstances:                   ]

In case an Event of Default (as defined in the Indenture) with respect to the        Convertible Securities of this series shall have occurred and be continuing, [the Principal hereof and] the interest accrued hereon, if any, may be declared, and upon such declaration shall

I-5

become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

As provided in the Indenture and any applicable indenture supplemental thereto, and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Convertible Security are guaranteed pursuant to the Guarantee endorsed hereon.

The Indenture contains provisions which provide that, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend the Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of the Indenture, the Guarantee or the Convertible Securities of such series; provided that, without the consent of each Holder of the Convertible Securities of each series 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 installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in the Indenture or applicable indenture supplemental thereto, to convert or exchange such Holder’s Convertible Security 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 Convertible Securities of the relevant series 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, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or (iv) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders 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 Convertible Security affected thereby.

It is also provided in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in [Section 7.01(a)(i)(1) or (2) or Section 7.01(b)(i)(1) or (2)] [Sections 7.02(a) or (b)] 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

I-6

outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible 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 default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

The Indenture provides that a series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 Convertible Securities, redemption of the Convertible Securities, conversion of the Convertible Securities, Events of Default with respect to the Convertible Securities, defeasance of the Convertible Securities and amendment of the Indenture, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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 tranche.

[The Company, for itself and its successors, and each Holder, by accepting the Convertible Securities of this series, agrees that the payment of the Principal of and interest on such Convertible Securities is subordinated, to the extent and in the manner provided in the Indenture, to the right of payment in full of all present and future Senior Indebtedness, and that the subordination provisions in the Indenture are for the benefit of the Holders of Senior Indebtedness.]

No reference herein to the Indenture and no provision of this Convertible Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Convertible Security in the manner, at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

The Convertible Securities are issuable initially only in registered form without coupons in denominations of [$2,000] and integral multiples of [$1,000] in excess thereof and are transferable and exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

[This Convertible Security will not be redeemable at the option of the Company prior to maturity.] [This Convertible Security is redeemable prior to maturity                   .] [This Convertible Security is redeemable prior to maturity at the option of the Holders                   .] [This Convertible Securityis entitled to the benefits of a mandatory sinking fund as follows:                       .]

I-7

Upon due presentment for registration of transfer of this Convertible Security at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Convertible Security or Convertible Securities of this series of authorized denominations for an equal aggregate principal amount and with the Guarantee endorsed thereonwill 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, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Convertible Security (whether or not this Convertible Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the Principal hereof and, subject to the provisions hereof, interest hereon, and for all other purposes, and none of the Company, the Guarantor or the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

The laws of England shall govern this Convertible Security and the Guarantee [, except that the provisions relating to the status and degree of subordination of this Convertible Security and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor].

[SUBORDINATED] GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), [subject to the prior payment in full of all its existing and future indebtedness

I-8

rankingsenior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture], hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security  when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) I Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Guarantor hereby agrees[, subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto,] to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case [subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and] according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee [is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor] [is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.]

[Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence

I-9

granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which[, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed, and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law[, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland].

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

I-10

By:

Name:

Title:

By:

Name:

Title:

I-11

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 Convertible Security and all rights thereunder, hereby irrevocably constituting and appointing                                                                                                                            attorney to transfer such Convertible Security on the books of the Issuer, 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 Convertible Security in every particular without alteration or enlargement or any change whatsoever.

I-12

EX-4.2

Exhibit 4.2

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

as the Company,

CREDIT SUISSE GROUP AG,

as the Guarantor

and

HSBC BANK USA, N.A.

as Trustee

SENIOR OR SUBORDINATED GUARANTEED EXCHANGEABLE OR CONVERTIBLE
DEBT SECURITIES

INDENTURE

Dated as of May 16, 2011

TABLE OF CONTENTS

		Page
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
	2
Section 1.01.	Definitions	2
Section 1.02.	Other Definitions	6
Section 1.03.	Incorporation by Reference of Trust Indenture Act	6
Section 1.04.	Rules of Construction	7
	ARTICLE 2
	THE SECURITIES
	7
Section 2.01.	Form and Dating	7
Section 2.02.	Execution and Authentication	9
Section 2.03.	Amount Unlimited; Issuable in Series	10
Section 2.04.	Denomination and Date of Convertible Securities; Payments of Interest	14
Section 2.05.	Registrar and Paying and Conversion Agent; Agents Generally	14
Section 2.06.	Paying and Conversion Agent to Hold Money in Trust	15
Section 2.07.	Transfer and Exchange	16
Section 2.08.	Replacement Convertible Securities	19
Section 2.09.	Outstanding Convertible Securities	19
Section 2.10.	Temporary Convertible Securities	20
Section 2.11.	Cancellation	21
Section 2.12.	CUSIP, CINS and ISIN Numbers	21
Section 2.13.	Defaulted Interest	21
Section 2.14.	Series May Include Tranches	21
Section 2.15.	Computation of Interest	22
Section 2.16.	ERISA	22
	ARTICLE 3
	REDEMPTION, SUBSTITUTION, VARIATION, REPURCHASE AND CONVERSION
	22
Section 3.01.	Prior Approval of Regulator	22
Section 3.02.	Applicability of Redemption Provisions	22
Section 3.03.	Notice of Redemption; Partial Redemptions	22
Section 3.04.	Payment of Convertible Securities Called for Redemption	24
Section 3.05.	Exclusion of Certain Convertible Securities from Eligibility for Selection for Redemption	25
Section 3.06.	Repurchase at the Option of the Holders; Conversion	25
Section 3.07.	Redemption upon the Occurrence of Certain Events	25
Section 3.08.	No Redemption in Cash If Conversion Has Been Triggered	26
Section 3.09.	Purchases	26
Section 3.10.	Substitution or Variation of Terms	26

i

TABLE OF CONTENTS

(continued)

		Page
Section 3.11.	Substitution of Company	27
Section 3.12.	Conversion	28
Section 3.12.	Cancellation	29
	ARTICLE 4
	COVENANTS
	29
Section 4.01.	Payment of Convertible Securities	29
Section 4.02.	Maintenance of Office or Agency	30
Section 4.03.	Certificate to Trustee	31
Section 4.04.	Reports by the Company and the Guarantor	31
Section 4.05.	Disclosure of Names and Addresses of Holders	32
Section 4.06.	Covenant to Repay and Trustee’s Requirements	32
	ARTICLE 5
	SUCCESSOR CORPORATION
	33
Section 5.01.	When the Company May Merge, Etc.	33
Section 5.02.	Successor Substituted	34
	ARTICLE 6
	THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR
	34
Section 6.01.	Guarantee	34
Section 6.02.	When the Guarantor May Merge, Etc.	39
Section 6.03.	Successor Substituted	40
	ARTICLE 7
	DEFAULT AND REMEDIES
	40
Section 7.01.	Events of Default Under Subordinated Convertible Securities	40
Section 7.02.	Events of Default Under Senior Convertible Securities	44
Section 7.03.	Acceleration	45
Section 7.04.	Other Remedies	47
Section 7.05.	Waiver of Past Defaults	47
Section 7.06.	Control by Majority	47
Section 7.07.	Limitation on Suits	47
Section 7.08.	Rights of Holder to Receive Payment	48
Section 7.09.	Collection Suit by Trustee	48
Section 7.10.	Trustee May File Proofs of Claim	48
Section 7.11.	Application of Proceeds	49
Section 7.12.	Restoration of Rights and Remedies	50
Section 7.13.	Undertaking for Costs	50
Section 7.14.	Rights and Remedies Cumulative	50
Section 7.15.	Delay or Omission Not Waiver	50

ii

TABLE OF CONTENTS

(continued)

		Page
	ARTICLE 8
	TRUSTEE
	51
Section 8.01.	General	51
Section 8.02.	Certain Rights of Trustee	51
Section 8.03.	Individual Rights of Trustee	53
Section 8.04.	Trustee’s Disclaimer	54
Section 8.05.	Notice of Default	54
Section 8.06.	Reports by Trustee to Holders	54
Section 8.07.	Compensation and Indemnity	55
Section 8.08.	Replacement of Trustee	55
Section 8.09.	Successor Trustee by Merger, Etc.	57
Section 8.10.	Eligibility	57
Section 8.11.	Money and other Assets Held in Trust	57
Section 8.12.	Disqualification, Conflicting Interests	57
	ARTICLE 9
	DISCHARGE OF INDENTURE
	57
Section 9.01.	Defeasance within One Year of Payment	57
Section 9.02.	Defeasance	58
Section 9.03.	Covenant Defeasance	59
Section 9.04.	Application of Trust Money	60
Section 9.05.	Repayment to Company and the Guarantor	61
	ARTICLE 10
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
	61
Section 10.01.	Without Consent of Holders	61
Section 10.02.	With Consent of Holders	62
Section 10.03.	Revocation and Effect of Consent	63
Section 10.04.	Notation on or Exchange of Convertible Securities	64
Section 10.05.	Trustee to Sign Amendments, Etc.	64
Section 10.06.	Conformity with Trust Indenture Act	65
	ARTICLE 11
	STATUS AND SUBORDINATION OF THE CONVERTIBLE SECURITIES
	65
Section 11.01.	Status	65
Section 11.02.	Holders to be Subrogated to Rights of Senior Indebtedness	65
Section 11.03.	Obligations of the Company Unconditional	66
Section 11.04.	Trustee Entitled to Assume Payments not Prohibited in Absence of Notice	66

iii

TABLE OF CONTENTS

(continued)

		Page
Section 11.05.	Application by Trustee of Assets Deposited with it	67
Section 11.06.	Subordination Rights not Impaired by Acts or Omissions of the Company, the Trustee, Holders of Senior Indebtedness or Holders	67
Section 11.07.	Claims Filed on Behalf of the Holders	68
Section 11.08.	Right of Trustee to Hold Senior Indebtedness	68
Section 11.09.	Article 11 Not to Prevent Events of Default	68
Section 11.10.	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	68
Section 11.11.	Agreement of the Holders	69
	ARTICLE 12
	STATUS AND SUBORDINATION OF THE GUARANTEE
	69
Section 12.01.	Status	69
Section 12.02.	Holders to be Subrogated to Rights of Guarantor Senior Indebtedness	69
Section 12.03.	Obligations of the Guarantor Unconditional	70
Section 12.04.	Trustee Entitled to Assume Payments not Prohibited in Absence of Notice	71
Section 12.05.	Application by Trustee of Assets Deposited with it	71
Section 12.06.	Subordination Rights not Impaired by Acts or Omissions of the Guarantor, the Company, the Trustee, Holders of Guarantor Senior Indebtedness or Securityholders	71
Section 12.07.	Securityholders Authorize Trustee to Effectuate Subordination of Subordinated Guarantee	72
Section 12.08.	Right of Trustee to Hold Guarantor Senior Indebtedness	73
Section 12.09.	Article 12 Not to Prevent Events of Default	73
Section 12.10.	No Fiduciary Duty of Trustee to Holders of Guarantor Senior Indebtedness	73
Section 12.11.	Agreement of the Holders	73
	ARTICLE 13
	TAXATION
	73
Section 13.01.	Taxation	73
Section 13.02.	Tax Redemption	76
	ARTICLE 14
	MEETINGS OF HOLDERS
	76
Section 14.01.	Purposes of Meetings	76
Section 14.02.	Place of Meetings	77
Section 14.03.	Call and Notice of Meetings	77
Section 14.04.	Voting at Meetings	77
Section 14.05.	Voting Rights, Conduct and Adjournment	78
Section 14.06.	Meetings after Substitution Date	80

iv

TABLE OF CONTENTS

(continued)

		Page
	ARTICLE 15
	MISCELLANEOUS
	80
Section 15.01.	Trust Indenture Act of 1939	80
Section 15.02.	Notices	80
Section 15.03.	Certificate and Opinion as to Conditions Precedent	81
Section 15.04.	Statements Required in Certificate or Opinion	82
Section 15.05.	Evidence of Ownership	82
Section 15.06.	Currency Indemnitee	83
Section 15.07.	No Set-Off	83
Section 15.08.	Prescription	83
Section 15.09.	No Security	84
Section 15.10.	No Government Guarantee	84
Section 15.11.	Rules by Trustee, Paying and Conversion Agent or Registrar	84
Section 15.12.	Payment Date other than a Business Day	84
Section 15.13.	Governing Law; Jurisdiction and Services of Process; Sovereign Immunity	84
Section 15.14.	No Adverse Interpretation of Other Agreements	85
Section 15.15.	Successors	86
Section 15.16.	Duplicate Originals	86
Section 15.17.	Separability	86
Section 15.18.	Table of Contents, Headings, Etc.	86
Section 15.19.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	86
Section 15.20.	Waiver of Trial by Jury	86

v

SENIOR OR SUBORDINATED GUARANTEED EXCHANGEABLE OR CONVERTIBLE DEBT SECURITIES INDENTURE, dated as of May 16, 2011, between CREDIT SUISSE GROUP (GUERNSEY) III LIMITED, a Guernsey incorporated non-cellular company limited by shares, as the Company, CREDIT SUISSE GROUP AG,  a global financial services holding company domiciled in Switzerland, as the Guarantor, and HSBC BANK USA, N.A., a national banking association, as the Trustee.

RECITALS OF THE COMPANY AND THE GUARANTOR

WHEREAS, the Company has duly authorized the issue from time to time of its senior or subordinated guaranteed exchangeable or convertible debt securities convertible or exchangeable into shares or American depositary shares of the Guarantor to be issued in one or more series (the “Convertible Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration of the Convertible Securities, the Company has duly authorized the execution and delivery of this Indenture;

WHEREAS, the Guarantor has duly authorized the issue from time to time of its shares or American depositary shares upon conversion or exchange of the Convertible Securities and the Guarantee of the Convertible Securities, each as may from time to time be authorized in accordance with the terms of this Indenture and the Guarantor has duly authorized the execution and delivery of this Indenture;

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

WHEREAS, all acts and things necessary to make the Guarantee of the Convertible Securities, as in this Indenture provided, the valid, binding and legal obligation of the Guarantor, and to constitute a valid Guarantee and agreement according to its terms, have been done and performed, and the execution by the Guarantor of this Indenture has in all respects been duly authorized;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Convertible Securities by the holders thereof, the Company, the Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Convertible Securities or of any and all series thereof and of the Coupons, if any, appertaining thereto as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.          Definitions.

“Agent” means any Registrar, Paying and Conversion Agent, transfer agent, calculation agent, share delivery agent or Authenticating Agent.

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

“Arrangement and Reconstruction” shall have the meaning given by Part VIII of the Companies Law.

“Authorized Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Luxembourg, as applicable.  If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

“Authorized Person” means, with respect to the Company, any director or company secretary or any Authorized Signatory as may be designated as an “Authorized Person” by the directors of the Company, and, with respect to the Guarantor, the Chief Financial Officer of the Guarantor and such other officers or employees of the Guarantor or any of its respective branches or affiliates as may be designated as “Authorized Persons” by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor as certified from time to time by the Secretary of the Board of Directors of the Guarantor.

“Board Resolution” means one or more resolutions of the board of directors of the Company or the Guarantor, as applicable, or any authorized committee of the Company or the Guarantor, as applicable, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.

“Business Day” means, with respect to any Convertible Security, any day that is not a Saturday or Sunday or 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 or in The City of Zurich, or in The Island of Guernsey.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

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“Companies Law” means the Companies (Guernsey) Law, 2008 (as amended).

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture and thereafter means the successor.

“Convertible Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture and, unless the context indicates otherwise, shall not include any Coupon appertaining thereto.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at 10 East 40th Street, New York, New York 10016, Attention:  Corporate Trust and Loan Agency.

“Coupon” means any interest coupon appertaining to a Convertible Security.

“Covenant Enforcement Event” means a default or breach referred to in Section 7.01(a)(iii) or 7.01(b)(iv) after the giving of notice and the passage of time referred to in such Sections.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default as defined in Section 7.01 or 7.02.

“Depositary” means, with respect to the Convertible Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Convertible Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

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

“Group” means Credit Suisse Group AG together with, from time to time, its consolidated subsidiaries and any and all other entities included in its consolidated capital adequacy reports prepared pursuant to prevailing capital adequacy laws and regulations to which it is subject at such time.

“Guarantee” means the guarantee of the Guarantor as endorsed on each Convertible Security authenticated and delivered pursuant to this Indenture and shall include the applicable guarantee of the Guarantor set forth in Section 6.01 of this Indenture and shall include all other obligations and covenants of the Guarantor contained in this Indenture and any Convertible Securities.

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“Guarantor” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 6 of this Indenture and thereafter means the successor.

“Holder” or “Securityholder” means the registered holder of any Convertible Security with respect to Registered Securities and the bearer of any Unregistered Securities or any Coupons appertaining thereto, as the case may be.

“IFRS” means the International Financial Reporting Standards in effect as of any relevant date.

“Indenture” means this Indenture as originally executed or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Convertible Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.

“Officers’ Certificate” means a certificate signed by any two Authorized Persons of the Company or of the Guarantor, as the case may be, complying with Section 15.04 and delivered to the Trustee.  Each such certificate shall comply with Section 314 of the Trust Indenture Act and include (except as otherwise expressly provided in this Indenture) the statements provided in Section 15.04, if and to the extent required thereby.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company or to the Guarantor, or to both, as the case may be, satisfactory to the Trustee and complying with Section 15.04.  Each such opinion shall comply with Section 314 of the Trust Indenture Act and include the statements provided in Section 15.04, if and to the extent required thereby.

“Periodic Offering” means an offering of Convertible Securities of a series from time to time, the specific terms of which Convertible Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof, the redemption provisions, if any, and the conversion or exchange provisions with respect thereto, are to be determined by the Company or its agents upon the issuance of such Convertible Securities.

“Person” means an individual, a corporation, a partnership, a limited partnership, a foundation, a limited liability company, a protected cell company, an incorporated cell of an incorporated cell company, an incorporated cell company, an association, a trust, a branch or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Principal” of a Convertible Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Convertible Security.

“Registered Global Security” means a Convertible Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

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“Registered Security” means any Convertible Security registered on the Security Register (as defined in Section 2.05).

“Responsible Officer”, when used with respect to the Trustee, means an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Subsidiary” means a direct or indirect subsidiary within the meaning of applicable Swiss law.

“Substitution Date” means any date on which the Company, without the consent of the Holders or the Trustee, substitutes the Guarantor for itself as principal debtor under the Convertible Securities in accordance with the provisions of Section 3.11 hereof, provided that no payment in respect of the Convertible Securities is at the relevant time overdue.

“Tax Jurisdiction” means Guernsey and/or Switzerland, as the context shall require, as well as any jurisdiction which is the site of incorporation, organization or formation of any successor under Section 5.02(a).

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article 8 and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Convertible Securities of any series shall mean the Trustee with respect to Convertible Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as it may be amended from time to time.

“Unregistered Security” means any Convertible Security other than a Registered Security.

“U.S. GAAP” means the generally accepted accounting principles in the United States.

“U.S. Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or Principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or Principal of the U.S. Government Obligation evidenced by such depositary receipt.

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Section 1.02.          Other Definitions.  Each of the following terms is defined in the section set forth opposite such term:

TERM	SECTION
Additional Amounts	13.01
Authenticating Agent	2.02
Authorized Agent	15.13
cash transaction	8.03
conflicting interest	8.12
Company Subordinated Event of Default	7.01
Code	2.16
Dollars	4.02
Due Date	15.08
ERISA	2.16
Events of Default	7.02
FINMA	3.01
Guarantor Subordinated Event of Default	7.01
Guarantor Senior Indebtedness	12.02
Guernsey Savings Tax Agreement	13.01
Paying and Conversion Agent	2.05
Plan	2.16
plan assets	2.16
Proceedings	15.13
record date	2.04
Registrar	2.05
Required Currency	15.06
Security Register	2.05
self-liquidating paper	8.03
Senior Event of Default	7.02
Senior Indebtedness	11.02
Settlement Shares Depository	2.02
Similar Law	2.16
Subordinated Events of Default	7.01
Subordinated Guarantee	12.01
Subordinated Securities	11.01
Swiss Savings Tax Agreement	13.01
Taxes	13.01
tranche	2.14

Section 1.03.          Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.  The following terms used in this Indenture that are defined by the Trust Indenture Act have the following meanings:

“indenture securities” means the Convertible Securities and the Guarantee;

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“indenture security holder” means a Holder or a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company or the Guarantor, as the case may be, or any other obligor on the Convertible Securities or on the Guarantee.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.  If any provision of this Indenture limits, qualifies or conflicts with another provision hereof that is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.04.          Rules of Construction.  Unless the context otherwise requires:

(a)           an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP, IFRS or such other generally accepted accounting principles under which the Guarantor or the Company, as applicable, may in the future prepare its financial statements;

(b)           words in the singular include the plural, and words in the plural include the singular;

(c)           “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(d)           all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(e)           use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include, where appropriate, the other pronouns.

ARTICLE 2

THE SECURITIES

Section 2.01.          Form and Dating.  The Convertible Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as is attached hereto as Annex I or as shall be established and constituted by or pursuant to one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or

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otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the Authorized Persons executing such Convertible Securities as evidenced by their execution of the Convertible Securities.  Unless otherwise so established, Unregistered Securities shall have Coupons attached.

The Company will deposit the Registered Global Securities initially representing the Convertible Securities of each series with the Trustee, as custodian for the Depositary, and will register the Convertible Securities of such series in the name of Cede & Co., the Depositary’s nominee.

Each Registered Global Security shall represent such of the outstanding Convertible Securities of each series as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Convertible Securities of such series from time to time endorsed thereon and that the aggregate amount of outstanding Convertible Securities of such series 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 Convertible Securities of such series 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.

Except as set forth in Section 2.07, 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 or any applicable indenture supplemental hereto 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 Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee or any Agent Member or other agent of the Company, the Guarantor 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 Guarantor, 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 Convertible Securities or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Convertible Securities (or other security or property) under or with respect to the Convertible Securities.  The Company, the Guarantor, the Registrar and the Trustee may rely (and shall be fully protected in relying) upon information furnished by the Depositary with

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respect to its Agent Members, participants and any beneficial owners in the Convertible Securities.

Section 2.02.          Execution and Authentication.  The Convertible Securities and, if applicable, each Coupon appertaining thereto, shall be executed on behalf of the Company, and the Guarantee shall be executed on behalf of the Guarantor, by two of their respective Authorized Persons by facsimile or manual signature in the name and on behalf of the Company and of the Guarantor, as the case may be.  If an Authorized Person whose signature is on a Convertible Security and, if applicable, the Coupon appertaining thereto, or the Guarantee no longer holds that office at the time the Convertible Security is authenticated or at the time the Convertible Security on which the Guarantee is endorsed is authenticated, the Convertible Security or Coupon or the Guarantee shall nevertheless be valid and binding on the Company and the Guarantor.

The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Convertible Securities.  The Authenticating Agent may authenticate Convertible Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

A Convertible Security and, if applicable, each Coupon appertaining thereto, shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Convertible Security.  The signature shall be conclusive evidence that the Convertible Security has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Convertible Securities of any series having attached thereto appropriate Coupons, if any, executed by the Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and make available for delivery such Convertible Securities to or upon the written order of the Company.  In authenticating any Convertible Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Convertible Securities of such series, and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a)           the executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Convertible Securities of that series were established;

(b)           an Officers’ Certificate of the Company and the Guarantor setting forth the form or forms and terms of the Convertible Securities and the Guarantee thereof, stating that the form or forms and terms of the Convertible Securities and, if applicable, each Coupon appertaining thereto, of such series have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and

(c)           an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Convertible Securities and, if applicable, each

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Coupon appertaining thereto, of such series and the Guarantee thereof have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Convertible Securities and, if applicable, each Coupon appertaining thereto, and the Guarantee thereof have been duly authorized and executed and, if the Convertible Security shall have been authenticated, or in the case of the Guarantee, if the Convertible Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, shall be entitled to the benefits of the Indenture and shall be valid and binding obligations of the Company and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, Arrangements and Reconstruction, liquidation, désastre, administration, droit de division, droit de discussion, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and as to such other matters as shall be specified therein.

If the form or forms and terms of the Convertible Securities and, if applicable, each Coupon appertaining thereto, of any series have been established otherwise than by a supplemental indenture, the Trustee shall not be required to authenticate such Convertible Securities if the issue of such Convertible Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Convertible Securities and this Indenture or otherwise.

If the Company shall establish pursuant to Section 2.03 that the Convertible Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and make available for delivery one or more Registered Global Securities, having a Guarantee executed by the Guarantor endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Convertible Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:

“Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible 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.”

Section 2.03.          Amount Unlimited; Issuable in Series.  The aggregate principal amount of Convertible Securities which may be authenticated and delivered under this Indenture is unlimited.

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The Convertible Securities may be issued in one or more series.  There shall be established and constituted in or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Convertible Securities of any series (subject to the last sentence of this Section 2.03):

(a)the designation of the Convertible Securities of the series, which shall distinguish the Convertible Securities of the series from the Convertible Securities of all other series;

(b)whether and to what extent such series shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Company or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Company’s obligations, including other specific provisions relating to subordination;

(c)whether and to what extent the Guarantee shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Guarantor’s obligations, including other specific provisions relating to subordination;

(d)any limit upon the aggregate principal amount of the Convertible Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Convertible Securities of that series (except for Convertible Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Convertible Securities of the series pursuant hereto);

(e)the date or dates on which the Principal of the Convertible Securities of the series is payable (which date or dates may be fixed or are subject to extension);

(f)the rate or rates (which may be fixed or variable) per annum at which the Convertible Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined, including provisions regarding any dates on which the rate of interest is reset, if any;

(g)if other than as provided in Section 4.02, the place or places where the Principal of and any interest on Convertible Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange or conversion, notices, demands to or upon the Company in respect of the Convertible Securities of the series and this Indenture may be served and notice to Holders may be published;

(h)the right, if any, of the Company to redeem Convertible Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which Convertible Securities of the series may be so redeemed (which may include, but shall not be limited to, optional redemptions, redemptions due

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to regulatory events, redemptions due to taxation events, redemptions due to capital events or redemptions due to takeover events);

(i)the obligation, if any, of the Company to redeem, purchase or repay Convertible Securities of the series pursuant to any mandatory redemption or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Convertible Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, including provisions, if any, for the establishment and maintenance of a mandatory or optional sinking fund;

(j)if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Convertible Securities of the series shall be issuable;

(k)if other than the entire principal amount thereof, the portion of the principal amount of Convertible Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(l)if other than the coin or currency in which the Convertible Securities of the series are denominated, the coin or currency in which payment of the Principal of or interest on the Convertible Securities of the series shall be payable or if the amount of payments of Principal of and/or interest on the Convertible Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Convertible Securities of the series are denominated, the manner in which such amounts shall be determined;

(m)if payment of the Principal of and interest on the Convertible Securities of the series shall be payable in currency or currencies other than the currency of the United States, the manner in which any such currency shall be valued against other currencies in which any other Convertible Securities shall be payable;

(n)whether the Convertible Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Convertible Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(o)whether and under what circumstances the Company will pay Additional Amounts on the Convertible Securities in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Convertible Securities rather than pay such Additional Amounts;

(p)if the Convertible Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Convertible Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

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(q)any trustees, depositaries, authenticating or paying agents, conversion agents, calculation agents, share delivery agents, transfer agents or the registrar or any other agents with respect to the Convertible Securities of the series;

(r)provisions, if any, for the defeasance of the Convertible Securities of the series (including provisions permitting defeasance of less than all Convertible Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 9;

(s)if the Convertible Securities of the series are issuable in whole or in part as one or more Registered Global Securities, the identity of the Depositary for such Registered Global Security or Convertible Securities;

(t)any other events of default or covenants of the Company or the Guarantor with respect to the Convertible Securities of the series or any Guarantee endorsed thereon, including acceleration provisions (to the extent they differ from those described in Article 7) or any covenants applicable to the shares or American depositary shares to be issued upon conversion of the Convertible Securities;

(u)under what circumstances the Holders are permitted or required to convert or exchange the Convertible Securities into or for other securities of the Guarantor or of another entity, and if so, the terms relating to such conversion or exchange, including whether the Convertible Securities will be convertible into shares or American depositary shares of the Guarantor and the terms of any such conversion, including (but not limited to) terms regarding accrued conversion interest, conversion price, conversion adjustments, rounding, fractions, settlement, delivery and taxes;

(v)under what conditions, if any, the Company may be substituted as issuer of the Convertible Securities of the series by the Guarantor or another entity, in accordance with Section 3.11, and under what conditions, if any, the terms of Convertible Securities of the series may be varied or such Convertible Securities may be substituted under Section 3.10;

(w)provisions relating to meetings of holders, to the extent different from those outlined in Article 14;

(x)whether and under what circumstances the Convertible Securities of the series will be issued as original issue discount securities; and

(y)any other terms of the Convertible Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All Convertible Securities of any one series and Coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided in the applicable indenture supplemental hereto.  All Convertible Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, or in any such indenture supplemental hereto and any forms and terms of Convertible Securities to be issued from time to time may be completed and established

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from time to time prior to the issuance thereof by procedures described in such supplemental indenture.

Section 2.04.Denomination and Date of Convertible Securities; Payments of Interest.  The Convertible Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Convertible Securities of any series, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Convertible Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Authorized Persons of the Company and the Guarantor executing the Convertible Securities and the Guarantee, as applicable, may determine, as evidenced by their execution thereof.

Each Convertible Security shall be dated the date of its authentication.  The Convertible Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.03.

The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply.  The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Convertible Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, (i) for so long as such series of the Convertible Securities are in the form of one or more Registered Global Securities, three Business Days prior to the relevant interest payment date and (ii) in the event that any Convertible Securities of such series 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.

Section 2.05.Registrar and Paying and Conversion Agent; Agents Generally.  The Company shall maintain an office or agency where Convertible Securities may be presented for registration, conversion, registration of transfer or exchange (the “Registrar”) and the Company and the Guarantor shall maintain an office or agency where Convertible Securities may be presented for payment or where, in the case of the Guarantor, Convertible Securities may be presented for payment and conversion under the Guarantees endorsed thereon (the “Paying and Conversion Agent”), which shall be in the Borough of Manhattan, The City of New York.  The Company shall cause the Registrar to keep a register of the Registered Securities and of their registration, conversion, transfer and exchange (the “Security Register”).  The Company and the Guarantor may have one or more additional Paying and Conversion Agents, calculation agents, share delivery agents or transfer agents with respect to any series.

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The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture.  The agreement shall implement the provisions of this Indenture and the Trust Indenture Act that relate to such Agent.  The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent.  If the Company fails to maintain a Registrar or if the Company or the Guarantor fail to maintain a Paying and Conversion Agent, the Trustee shall act as such.  The Company or the Guarantor may remove any Agent appointed by it upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company or the Guarantor and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso.  The Company, the Guarantor or any affiliate of the Company or the Guarantor may act as Paying and Conversion Agent or Registrar; provided that neither the Company, the Guarantor nor an affiliate of the Company or the Guarantor shall act as Paying and Conversion Agent in connection with the defeasance of the Convertible Securities or the discharge of this Indenture under Article 9.

The Company initially appoints the Trustee as Registrar and Authenticating Agent and the Company and the Guarantor initially appoint the Trustee as Paying and Conversion Agent.  If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

Section 2.06.Paying and Conversion Agent to Hold Money in Trust.  Not later than 10:00 a.m., New York City time, on each due date of any Principal or interest on any Convertible Securities, the Company shall deposit with the Paying and Conversion Agent money in immediately available funds sufficient to pay such Principal or interest.  The Company shall require each Paying and Conversion Agent other than the Trustee to agree in writing that such Paying and Conversion Agent shall hold in trust for the benefit of the Holders of such Convertible Securities or the Trustee all money held by the Paying and Conversion Agent for the payment of Principal of and interest on such Convertible Securities and shall promptly notify the Trustee in writing of any default in making any such payment.  The Company at any time may require a Paying and Conversion Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying and Conversion Agent, require such Paying and Conversion Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon doing so, the Paying and Conversion Agent shall have no further liability for the money so paid over to the Trustee.  If the Company, the Guarantor or any affiliate of the Company or the Guarantor acts as Paying and Conversion Agent, it will, on or before each due date of any Principal of or interest on any Convertible Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

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Section 2.07.Transfer and Exchange.  Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided.  If the Convertible Securities of any series are issued in both registered and unregistered form, except as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided.

At the option of the Holder thereof, if Unregistered Securities of any series, maturity date and interest rate are issued in more than one authorized denomination, except as otherwise established pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and of the same tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided.  Registered Securities of any series may not be exchanged for Unregistered Securities of such series.

Whenever any Convertible Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Convertible Securities, having a Guarantee executed by the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive.

Upon surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, having a Guarantee executed by the Guarantor endorsed thereon, of any authorized denominations and of like tenor and aggregate principal amount.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or

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instruments of transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the holder or his attorney duly authorized in writing.

The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Convertible Securities.  No service charge shall be made for any such transaction.

Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, a Registered Global Security representing all or a portion of the Convertible Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities.  If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and make available for delivery Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, having a Guarantee executed by the Guarantor endorsed thereon, in exchange for such Registered Global Securities.

The Company may at any time and in its sole discretion determine that any Registered Global Securities of any series shall no longer be maintained in global form.  If an Event of Default has occurred with regard to the Convertible Securities of any series and has not been cured or waived, a Holder may elect that its beneficial interest in the Convertible Securities of such series 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 Registered Securities of such series and tenor, will authenticate and make available for delivery, Registered Securities of such series and tenor in any authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Securities or beneficial interest, having a Guarantee executed by the Guarantor endorsed thereon, in exchange for such Registered Global Securities or beneficial interest.

Any time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities, having a Guarantee executed by the Guarantor endorsed thereon, without the legend required by Section 2.02 and the

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Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture.

If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary.  Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service charge,

(i)to the Person specified by such Depositary new Registered Securities of the same series and tenor, having a Guarantee executed by the Guarantor endorsed thereon, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(ii)to such Depositary a new Registered Global Security, having a Guarantee executed by the Guarantor endorsed thereon, in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above.

Registered Securities issued in exchange for a Registered Global Security, having a Guarantee executed by the Guarantor endorsed thereon, pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing.  The Trustee or such agent shall deliver such Convertible Securities to or as directed in writing by the Persons in whose names such Convertible Securities are so registered.

All Convertible Securities (including the Guarantee endorsed thereon) issued upon any transfer or exchange of Convertible Securities shall be valid obligations of the Company and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture and the Guarantee endorsed thereon, as the Convertible Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the forms or terms of any Convertible Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Company or to the Guarantor (such as, for example, the imposition of any excise tax on the Company or the Guarantor) under then applicable United States Federal income tax laws.  The Trustee and any such agent shall be entitled to rely conclusively on an Officers’ Certificate or an Opinion of Counsel in determining such result.

The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Convertible Securities of any series for a period of (x) 15 days prior to the date of

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a selection of such Convertible Securities for redemption, (y) 15 days prior to the settlement date for a conversion, as specified in any applicable indenture supplemental hereto or (z) seven days ending on (and including) any record date or (ii) to register the transfer of or exchange any Convertible Security selected for redemption in whole or in part.

Section 2.08.Replacement Convertible Securities.  If a defaced or mutilated Convertible Security or Coupon of any series is surrendered to the Trustee or if a Holder claims that its Convertible Security or Coupon of any series has been lost, destroyed or wrongfully taken and presents to the Trustee, the Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Convertible Security or Coupon, the Company shall issue and the Trustee shall authenticate a replacement Convertible Security of such series and tenor and principal amount, with Coupons corresponding to the Coupons appertaining to the Convertible Securities so lost, destroyed or wrongfully taken, or in exchange or substitution for the Convertible Security to which such mutilated, defaced, destroyed, lost or wrongfully taken Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or wrongfully taken, in each case having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding.  An indemnity bond must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Convertible Security or Coupon is replaced.  The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Convertible Security or Coupon.  In case any such mutilated, defaced, lost, destroyed or wrongfully taken Convertible Security or Coupon has become or is about to become due and payable, the Company and the Guarantor in their discretion may pay such Convertible Security or the relevant Coupon instead of issuing a new Convertible Security (with the Guarantee endorsed thereon) or Coupon in replacement thereof.

Every replacement Convertible Security (including the Guarantee endorsed thereon) or Coupon is an additional obligation of the Company and the Guarantor and shall be entitled to the benefits of this Indenture equally and proportionately with any and all other Convertible Securities or Coupons of such series and the Guarantee endorsed thereon duly authenticated and delivered hereunder.

To the extent permitted by law, the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Convertible Securities and Coupons.

Section 2.09.Outstanding Convertible Securities.  Convertible Securities outstanding at any time are all Convertible Securities that have been authenticated by the Trustee except for those Convertible Securities canceled by it, those Convertible Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those Convertible Securities described in this Section as not outstanding.

If a Convertible Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee, the Company and the Guarantor receive proof satisfactory to them that the replaced Convertible Security is held by a holder in due course.

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If the Paying and Conversion Agent (other than the Company, the Guarantor or an affiliate of the Company or the Guarantor) holds on the maturity date, conversion date, exchange date, or any redemption date or date for repurchase of the Convertible Securities money sufficient to pay Convertible Securities payable or to be redeemed or repurchased on such date, then on and after such date such Convertible Securities shall cease to be outstanding and interest on them shall cease to accrue.

A Convertible Security does not cease to be outstanding because the Company, the Guarantor or one of the affiliates of the Company or the Guarantor holds such Convertible Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Convertible Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Convertible Securities owned by the Company, the Guarantor or any affiliate of the Company or the Guarantor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Convertible Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded.  Any Convertible Securities so owned which are pledged by the Company, the Guarantor, or any affiliate of the Company or the Guarantor, as security for loans or other obligations, otherwise than to another such affiliate of the Company or the Guarantor, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its discretion the right to vote such securities, uncontrolled by the Company, the Guarantor or any such affiliate.

Section 2.10.Temporary Convertible Securities.  Until definitive Convertible Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Convertible Securities of such series, having the Guarantee of the Guarantor endorsed thereon.  Temporary Convertible Securities of any series shall be substantially in the form of definitive Convertible Securities of such series, but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Authorized Persons of the Company and the Guarantor executing the temporary Convertible Securities or the Guarantee endorsed thereon, as evidenced by their execution of such temporary Convertible Securities or Guarantee, as applicable.  If temporary Convertible Securities of any series are issued, the Company will cause definitive Convertible Securities of such series, having the Guarantee of the Guarantor endorsed thereon to be prepared without unreasonable delay.  After the preparation of definitive Convertible Securities of any series, the temporary Convertible Securities of such series shall be exchangeable for definitive Convertible Securities of such series and tenor upon surrender of such temporary Convertible Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Convertible Securities of any series the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of definitive Convertible Securities of such series and tenor and authorized denominations, having a Guarantee executed by the Guarantor endorsed thereon.  Until so exchanged, the temporary Convertible Securities of any series shall be entitled to the same benefits under this Indenture as definitive Convertible Securities of such series.

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Section 2.11.Cancellation.  The Company or the Guarantor at any time may deliver to the Trustee for cancellation any Convertible Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Convertible Securities previously authenticated hereunder which the Company has not issued and sold.  The Registrar, any transfer agent and the Paying and Conversion Agent shall forward to the Trustee any Convertible Securities surrendered to them for transfer, exchange, conversion or payment.  The Trustee shall cancel all Convertible Securities surrendered for transfer, exchange, conversion, payment or cancellation and shall upon the order of the Company deliver such canceled Convertible Securities to the Company or in the absence of such order, shall dispose of such Convertible Securities in accordance with its customary procedures.  The Company may not issue new Convertible Securities to replace Convertible Securities it has paid in full or delivered to the Trustee for cancellation.

Section 2.12.CUSIP, CINS and ISIN Numbers.  The Company in issuing the Convertible Securities may use “CUSIP,” “CINS” or “ISIN” (if then generally in use), and the Trustee shall use CUSIP, CINS or ISIN, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation or warranty shall be made as to the correctness of such numbers either as printed on the Convertible Securities or as contained in any notice of redemption or exchange.

Section 2.13.Defaulted Interest.  If the Company defaults in a payment of interest on the Convertible Securities, it shall pay, or shall deposit with the Paying and Conversion Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day.  At least 15 days before such special record date, the Company shall mail to each Holder and to the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.14.Series May Include Tranches.  A series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 3.13, 4.02, Article 6, Sections 7.01 through 7.15, 9.01 through 9.05 and 10.02, and Articles 11 and 12, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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

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action to be taken with respect to a series of Convertible Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Convertible 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 Convertible Securities in the remaining tranches of that series.

Section 2.15.Computation of Interest.  Except as otherwise specified pursuant to Section 2.03 for Convertible Securities of any series, interest on the Convertible Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 2.16.ERISA.  No Convertible Securities may be sold or otherwise transferred unless the purchaser or transferee of such Convertible Securities represents, or is deemed to represent, that on each day from the date of acquisition through and including the date of disposition either (i) it is not an employee benefit plan or other plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), a governmental or other plan subject to substantially similar federal, state or local law (“Similar Law”), an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or otherwise (each, a “Plan”) or acting on behalf of or investing the assets of any such Plan or (ii) it is eligible for the exemptive relief available under Section 408(b)(17) of ERISA, Section 4975(d)(20) of the Code or Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 (or similar exemption from Similar Law) with respect to the acquisition, holding and disposition of the Convertible Securities.  Any such representation or deemed representation may be evidenced by a representation or deemed representation contained in a legend on the Convertible Securities in the form approved by the Company.

ARTICLE 3

REDEMPTION, SUBSTITUTION, VARIATION, REPURCHASE AND CONVERSION

Section 3.01.Prior Approval of Regulator.  Any redemption, substitution, variation or purchase of the Convertible Securities in accordance with the terms of this Indenture or any applicable indenture supplemental hereto may be subject to the Company and the Guarantor receiving the prior approval of the Guarantor’s primary regulator in Switzerland, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”).

Section 3.02.Applicability of Redemption Provisions.  The provisions of Sections 3.02 to 3.08 (inclusive) shall be applicable to the Convertible Securities of any series which are redeemable before their maturity except as otherwise specified as contemplated by Section 2.03 for Convertible Securities of such series in any indenture supplemental hereto.

Section 3.03.Notice of Redemption; Partial Redemptions.  Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part in accordance with the terms of this Indenture or any applicable indenture supplemental hereto shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 calendar days prior to the date fixed for redemption to such Holders

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of Registered Securities of such series at their last addresses as they shall appear upon the Security Register of the Company.  Notice of redemption to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 calendar days and not more than 60 calendar days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose).  Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed as a whole or in part in accordance with the terms of this Indenture or any applicable indenture supplemental hereto shall be published in an Authorized Newspaper in The City of New York and in an Authorized Newspaper in Luxembourg, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 calendar days nor more than 60 calendar days prior to the date fixed for redemption.  Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.  Failure to give notice by mail, or any defect in the notice to the Holder of any Convertible Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Convertible Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Convertible Security of such series held by such Holder to be redeemed, the CUSIP, CINS or ISIN of the Convertible Securities to be redeemed, the date fixed for redemption, the redemption price (or if not then ascertainable the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Convertible Securities and, in the case of Convertible Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue.  In case any Convertible Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Convertible Security, a new Convertible Security or Convertible Securities of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Convertible Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s or the Guarantor’s request, by the Trustee in the name and at the expense of the Company or the Guarantor; provided, however, that the Company or the Guarantor shall have delivered to the Trustee, at least 45 days prior to the date of redemption (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

On or before 10:00 a.m., New York City time, on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying and Conversion Agents (or, if the Company is acting as its

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own Paying and Conversion Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Convertible Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption.

If all of the outstanding Convertible Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 calendar days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.03 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Convertible Securities are to be redeemed.  If less than all the outstanding Convertible Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.03 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of such Convertible Securities to be redeemed.  In case of a redemption at the election of the Company (a) prior to the expiration of any restriction on such redemption or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Convertible Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate stating that such redemption is not prohibited by such restriction or that such condition has been complied with.  If less than all the Convertible Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Convertible Securities of such series to be redeemed in whole or in part.  Convertible Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Convertible Securities of such series or any multiple thereof.  The Trustee shall promptly notify the Company and the Guarantor in writing of the Convertible Securities of such series selected for redemption and, in the case of any Convertible Securities of such series selected for partial redemption, the principal amount thereof to be redeemed.  For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Convertible Securities shall relate, in the case of any Convertible Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Convertible Security which has been or is to be redeemed.

Section 3.04.Payment of Convertible Securities Called for Redemption.  If notice of redemption has been given as above provided, the Convertible Securities or portions of Convertible Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to (but not including) the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Convertible Securities at the redemption price, together with interest accrued to such date) interest on the Convertible Securities or portions of Convertible Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void and, except as provided in Sections 8.11, 9.04 and 9.05, such Convertible Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Convertible Securities except the right to receive the redemption price thereof and unpaid interest to (but not including) the date fixed for redemption.

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On presentation and surrender of such Convertible Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Convertible Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Convertible Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.  If any Convertible Security called for redemption shall not be so paid upon surrender thereof for redemption, the Principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest borne by such Convertible Security.

If any Convertible Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Company, the Guarantor and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Convertible Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Convertible Security or Convertible Securities of such series and tenor (with any unmatured Coupons attached), each having a Guarantee executed by the Guarantor endorsed thereon, of authorized denominations, in principal amount equal to the unredeemed portion of the Convertible Security so presented.

Section 3.05.Exclusion of Certain Convertible Securities from Eligibility for Selection for Redemption.  Convertible Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an Authorized Person of the Company and delivered to the Trustee at least 60 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company, (b) the Guarantor or (c) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantor.

Section 3.06.Repurchase at the Option of the Holders; Conversion.  Unless otherwise specified in any applicable indenture supplemental hereto, the Holders of Convertible Securities may not require the Company to repurchase such Convertible Securities prior to maturity, or to convert Convertible Securities into ordinary shares or American depositary shares, as applicable.

Section 3.07.Redemption upon the Occurrence of Certain Events. Upon the occurrence of certain triggering events specified in any applicable indenture supplemental hereto (which may include but shall not be limited to, regulatory events, taxation events, takeover events or capital events), the Company may, in accordance with the provisions of this Indenture

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and any applicable indenture supplemental hereto, redeem all, but not some only, of the Convertible Securities of any series, together with any accrued but unpaid interest to (but excluding) the relevant redemption date.

Notwithstanding anything in this Article 3 to the contrary, the Company may not give notice of redemption of the Convertible Securities of any series if mandatory conversion of the Convertible Securities of such series has been triggered, as described in Section 3.12 and in any applicable indenture supplemental hereto.

Section 3.08.No Redemption in Cash If Conversion Has Been Triggered.  Notwithstanding anything in this Article 3 to the contrary, the Company may not give notice of redemption in cash of the Convertible Securities pursuant to this Article 3 if mandatory conversion of the Convertible Securities has been triggered, as described in any applicable indenture supplemental hereto.

Section 3.09.Purchases.  The Company or the Guarantor (or any Subsidiary of the Guarantor) may at any time purchase or procure others to purchase beneficially for its account Convertible Securities in any manner and at any price.

Section 3.10.Substitution or Variation of Terms.

(a)Upon the occurrence of certain triggering events (which may include, but shall not be limited to, regulatory events, taxation events, takeover events or capital events) and in accordance with provisions, in each case specified in any applicable indenture supplemental hereto, the Company may, without any requirement for the consent or approval of the Holders or the Trustee, either substitute all, but not some only, of the Convertible Securities of a series for another series of Convertible Securities, or vary the terms of all, but not some only, of the Convertible Securities of such series, in order to meet or continue to meet certain regulatory requirements; provided that the right of any Holder to receive payment of the Principal of and interest on any Convertible Security, on or after the respective due dates for such payment, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; and, provided further, that none of the changes described in Section 10.02(a)-(d) shall be effected with regard to the Convertible Securities of any Holder without the consent of such Holder.  In connection with any substitution or variation in accordance with this Section 3.10, the Company shall comply with the rules of any stock exchange, if any, on which the Convertible Securities are for the time being listed or admitted to trading.

(b)Notice of such substitution or variation shall be given in accordance with Section 15.02 to the Holders of the Convertible Securities of such series and to the Trustee at least 30 calendar days and not more than 60 calendar days prior to the date fixed for such substitution or variation.  Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.

The notice of substitution or variation to each such Holder shall specify the Convertible Security of such series held by such Holder to be substituted or varied, the manner in which the

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Convertible Securities (or the terms thereof) are to be substituted or varied, the CUSIP, CINS or ISIN of the Convertible Securities to be substituted or varied, the date fixed for substitution or variation and the manner of presentation and surrender of such Convertible Securities.

The notice of substitution or variation of Convertible Securities of any series to be substituted or varied at the option of the Company shall be given by the Company or, at the Company’s or the Guarantor’s request, by the Trustee in the name and at the expense of the Company or the Guarantor; provided, however, that the Company or the Guarantor shall have delivered to the Trustee, at least 45 calendar days prior to the date of substitution or variation (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

(c)Notwithstanding anything to the contrary in Section 3.10, any variation in terms or the terms of any substitution will be set forth in a supplemental indenture authorized by Section 10.01 and complying with and entered into in accordance with the provisions of Article 10.

Section 3.11.Substitution of Company.

(a)The Company may at any time, without the consent of the Holders or the Trustee, substitute the Guarantor for itself as principal obligor under the Convertible Securities of a series, provided that no payment in respect of the Convertible Securities of such series is at the relevant time overdue, on the terms and subject to the conditions, if any, set forth in any indenture supplemental hereto.  In order to give effect to such substitution, the Company shall give no more than 30 calendar days nor less than 10 calendar days notice of the Substitution Date to the Trustee and the Holders of such Convertible Securities in accordance with Section 15.02.  With effect from the Substitution Date, the Guarantor will, without the need for the amendment of existing, or the entry into of additional, documentation, be substituted as, and assume all of the obligations of the Company as, principal obligor under the Convertible Securities of such series.  From the Substitution Date, references herein, and in any indenture supplemental hereto, to “the Company” shall be construed accordingly and references to “Guernsey” shall, unless the context otherwise requires, be construed as references to “Switzerland.”  The Guarantor shall indemnify each Holder of the Convertible Securities of such series against any stamp, registration, transfer, documentary or other similar tax, duty, assessment or governmental charge that is imposed on such Holder, by (or by any authority in or of) Switzerland and that would not have been so imposed had the substitution not been made, as well as against any cost or expense incurred by such Holder relating to the substitution, including, but not limited to, legal costs, if any.  The Guarantor shall ensure that all action, conditions and requirements to be taken, fulfilled and done (including the obtaining of any necessary consents or the entering into of a deed poll to effect substitution) to ensure that the substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in full force and effect.  The Guarantor undertakes to the Holders that after a substitution, if any, the Guarantor will assume all the obligations of the Company as a principal obligor under the Convertible Securities.

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(b)In the event of a reorganization or similar proceeding involving the interposition of a limited liability company between the shareholders of the Guarantor, immediately prior to such reorganization, and the Guarantor, as set forth in an indenture supplemental hereto, the Company shall, and shall cause the Guarantor to, but subject as provided in Section 3.11(a) without the consent of Holders or the Trustee, enter into such agreements and arrangements and make such amendments to the terms of the Convertible Securities and the Guarantee as are necessary to ensure that following such reorganization or similar proceeding, the Convertible Securities shall be convertible into ordinary shares of the newly formed company mutatis mutandis as provided in this Indenture and any applicable indenture supplemental hereto.  Upon the occurrence of such a reorganization or similar proceeding, the other obligations of the Company hereunder and/or the Guarantor under the Guarantee shall be unaffected. Notwithstanding anything to the contrary contained in this Section 3.11(b), any such amendment shall be set forth in a supplemental indenture authorized by Section 10.01 and complying with and entered into in accordance with the provisions of Article 10.

Section 3.12.Conversion.  Upon the occurrence of certain triggering events specified in any applicable indenture supplemental hereto with respect to a series of Convertible Securities (which may include, but shall not be limited to, regulatory events or capital events), at any time while the Convertible Securities of such series are outstanding, the Convertible Securities of such series shall, subject to and as provided in this Section 3.12 and in such indenture supplemental hereto, be redeemed, in whole but not in part, and settled by the delivery of new fully paid ordinary shares or American depositary shares, as specified in such indenture supplemental hereto, to a reputable independent financial institution, trust company or similar entity to be appointed by the Company in such indenture supplemental hereto (the “Settlement Shares Depository”) on behalf of the Holders of such Convertible Securities on the date specified therefor in such indenture supplemental hereto.  Receipt by the Settlement Shares Depository of the ordinary shares or, if so provided in an applicable indenture supplemental hereto, American depositary shares, shall be a good and complete discharge of the Company’s obligations in respect of such Convertible Securities and those of the Guarantor under the Guarantee thereof.

Pursuant to Section 2.03, one or more indentures supplemental hereto with respect to a series of Convertible Securities will specify the circumstances giving rise to any triggering events, the price at which the Convertible Securities of such series may convert (including any adjustments thereto), the manner of calculation of the record date for purposes of conversion, the place or places where the Registered Securities of such series may be surrendered for conversion and details of the arrangement for the settlement of the conversion, including whether or not there is to be a sale of the ordinary shares or American depositary shares, as applicable).

Following the occurrence of a triggering event but prior to the delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Company or, in accordance with and under the provisions of the Guarantee of such Convertible Securities, to the Guarantor, for the issue and delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository.  After such delivery to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Settlement

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Shares Depository for the delivery to them of such ordinary shares or American depositary shares, as applicable.

Upon conversion, the Company shall, or shall ensure that the Guarantor shall, pay to the Holders of such Convertible Securities any interest accrued up to (but excluding) the date of conversion in respect of such Convertible Securities.

Section 3.13.Cancellation.  All Convertible Securities redeemed, converted or exchanged by the Company pursuant to this Article 3 will forthwith be cancelled in accordance with Section 2.11.  All Convertible Securities purchased by or on behalf of the Company or the Guarantor or any Subsidiary of the Guarantor may be held, reissued, resold or, at the option of the Guarantor or the Company or any such Subsidiary, surrendered for cancellation to the Trustee.  Convertible Securities so surrendered shall be cancelled forthwith.  Any Convertible Securities so surrendered for cancellation may not be reissued or resold and the obligations of the Company and the Guarantor in respect of any such Convertible Securities shall be discharged upon such cancellation of such Convertible Securities.

ARTICLE 4

COVENANTS

Section 4.01.Payment of Convertible Securities.  The Company shall pay the Principal (unless the Convertible Securities have been previously converted, redeemed, exchanged for shares or American depositary shares or purchased and cancelled) of and interest on the Convertible Securities, including accrued interest due for any periods between an interest payment date and the date of redemption, conversion or exchange for shares or American depositary shares, on the dates and in the manner provided in the Convertible Securities, this Indenture and any applicable indenture supplemental hereto.  The interest on Convertible Securities with Coupons attached (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature.  The interest on any temporary Unregistered Securities (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon of the payment of such interest.  The interest on Registered Securities (together with any Additional Amounts payable pursuant to the terms of such Convertible Securities) shall be payable only to the Holders thereof and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register of the Company.

Notwithstanding any provisions of this Indenture and the Convertible Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree or if expressly provided pursuant to Section 2.03, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption, conversion, exchange or repayment date or the final payment of Principal of such Convertible Security) shall be made by the Paying and Conversion Agent, upon receipt from the

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Company of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed to between the Company and the Paying and Conversion Agent), directly to the Holder of such Convertible Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of Principal surrenders the same to the Trustee in exchange for a Convertible Security or Convertible Securities aggregating the same principal amount as the unredeemed principal amount of the Convertible Securities surrendered.  The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date.  The Company will indemnify and hold each of the Trustee and any Paying and Conversion Agent harmless against any loss, liability or expense (including reasonable attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

The Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Convertible Securities.

Section 4.02.Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where Convertible Securities may be surrendered for registration of transfer, conversion or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Convertible Securities and this Indenture may be served; and the Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or agency where Convertible Securities may be presented for payment, conversion or exchange under the Guarantees endorsed thereon and where notices and demands to or upon the Guarantor in respect of the Guarantee and this Indenture may be served.  The Company and the Guarantor hereby initially designate the Corporate Trust Office of the Trustee, located in the Borough of Manhattan, The City of New York, as such office or agency of the Company.  The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 15.02.

The Company and the Guarantor will maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Convertible Securities of any series are listed) where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment or for payment under the Guarantees endorsed thereon, as the case may be.  No payment on any Unregistered Security or Coupon or the Guarantee endorsed thereon will be made upon presentation of the same at an agency of the Company or the Guarantor within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Company or the Guarantor.  Notwithstanding the foregoing, if full payment

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in United States Dollars (“Dollars”) at each agency maintained by the Company or the Guarantor outside the United States for payment on such Unregistered Securities or Coupons appertaining thereto or the Guarantees endorsed thereon, as the case may be, is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities of any series, Coupons appertaining thereto or the Guarantee endorsed thereon which are payable in Dollars may be made at an agency of the Company or the Guarantor maintained in the Borough of Manhattan, The City of New York.

The Company and the Guarantor may also from time to time designate one or more other offices or agencies where the Convertible Securities of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve either the Company or the Guarantor of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes.  The Company or the Guarantor, as applicable, will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03.Certificate to Trustee.  The Company and the Guarantor each will furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal year (which, on the date hereof, in the case of each of the Company and the Guarantor, is a calendar year), a brief certificate (which need not contain the statements required by Section 15.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company or the Guarantor, as the case may be, with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

Section 4.04.Reports by the Company and the Guarantor.  The Company and the Guarantor each covenant to:

(a)file with the Trustee, within 15 days after the Company or the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports which the Company or the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the compliance of the Company and of the Guarantor with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates);

(b)file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

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(c)transmit by mail to the Holders of Convertible Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to clauses (a) and (b) of this Section 4.04 as may be required by rules and regulations prescribed from time to time by the Commission.

Section 4.05.Disclosure of Names and Addresses of Holders.

(a)The Company will furnish or cause to be furnished to the Trustee:

(i)semiannually, not later than 15 days after each record date, as defined in Section 2.04, for the Convertible Securities of each series at the time outstanding, a list in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities as of such record date, or if there is no record date for interest for such series of Convertible Securities, semiannually, upon such dates as are set forth in any applicable indenture supplemental hereto authorizing such series, and

(ii)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, that, so long as the Trustee is the Registrar, no such list shall be required to be furnished.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in this Section 4.05 and the names and addresses of Holders received by the Trustee in its capacity as Registrar.  The Trustee may destroy any list furnished to it as provided in this Section 4.05 upon receipt of a new list so furnished.

(b)The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Convertible Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c)Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that neither the Company, the Guarantor nor the Trustee nor any Authenticating Agent nor any Paying and Conversion Agent nor any Registrar shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Convertible Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

Section 4.06.Covenant to Repay and Trustee’s Requirements.

(a)The Company covenants with the Trustee that it will, in accordance with this Indenture, on the maturity date, or on such earlier date as the same or any part thereof may become due and repayable under this Indenture and any Indenture supplemental hereto, pay or

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procure to be paid unconditionally to or to the order of the Trustee in immediately available funds the principal amount of the relevant series of the Convertible Securities repayable on that date together with any applicable premium and accrued interest, or Additional Amounts, if any, and shall in the meantime and until such date (both before and after any judgment or other order of a court of competent jurisdiction) pay or procure to be paid unconditionally to or to the order of the Trustee as aforesaid (i) interest (which shall accrue from day to day) on the principal amount of the relevant series of Convertible Securities on each relevant interest payment date and (ii) any other type of interest on the due date therefor;  provided that payment made in the manner provided for herein shall operate in satisfaction pro tanto of the relevant covenant of the Company in this Section 4.06 except to the extent there is a default in the subsequent payment thereof to the Holders in accordance with this Indenture.

(b)The Trustee will hold the benefit of these covenants on trust for the Holders and itself in accordance with this Indenture.

(c)At any time after a Default, an Event of Default or a Covenant Enforcement Event shall have occurred in relation to a particular series of Convertible Securities, and is continuing, or the Trustee receives any money it proposes to pay to Holders or the Convertible Securities of a particular series that shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Section 7.11 to the Holders, the Trustee may:

(i)by notice in writing to the Company, the Guarantor, the Paying and Conversion Agent, and, where applicable, the Registrar, require the Paying and Conversion Agent and, where applicable, the Registrar to deliver up all Convertible Securities of such series and all sums, documents and records held by them in respect of Convertible Securities of such series to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Paying and Conversion Agent or, where applicable, the Registrar, is obliged not to release by any law or regulation; and

(ii)by notice in writing to the Company and the Guarantor require the Company and the Guarantor to make all subsequent payments in respect of the Company to or to the order of the Trustee and not to the Paying and Conversion Agent; with effect from the issue of any such notice to the Company and the Guarantor, and until such notice is withdrawn, the proviso set forth in Section 4.06(a) above shall cease to have effect.

ARTICLE 5

SUCCESSOR CORPORATION

Section 5.01.When the Company May Merge, Etc.  The Company shall not amalgamate with, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person

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(other than with or into the Guarantor or any Subsidiary of the Guarantor) or permit any Person to amalgamate with, consolidate with or merge with or into the Company unless:

(a)either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is amalgamated or merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Convertible Securities and under this Indenture and any applicable indenture supplemental hereto and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and

(b)the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.01(a)(y).

Section 5.02.Successor Substituted.

(a)Upon any amalgamation, consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor Person formed by such amalgamation or consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and any applicable indenture supplemental hereto with the same effect as if such successor Person had been named as the Company herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and any applicable indenture supplemental hereto and the Convertible Securities.

(b)The Company may at any time, without the consent of the Holders or the Trustee, substitute the Guarantor for itself as principal obligor under the Convertible Securities in accordance with and subject to the provisions of Section 3.11(a).

ARTICLE 6

THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR

Section 6.01.Guarantee.  The Guarantor by its execution of this Indenture hereby agrees with each Holder of the Convertible Securities authenticated and delivered by the Trustee, and with the Trustee, on behalf of each such Holder, to be unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Company to confirm such Guarantee to the Holder of each such Convertible Security by its execution and delivery of

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each such Convertible Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

If any applicable indenture supplemental hereto so provides, the Guarantee may be subordinated.  The Guarantee to be endorsed on the Convertible Securities, if the Guarantee is subordinated, as described in Article 12 and in one or more indentures supplemental hereto, shall be in substantially the form set forth below:

“SUBORDINATED GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), subject to the prior payment in full of all its existing and future indebtedness ranking senior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture, hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) III Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take

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such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto, the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto, are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

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This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland.

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

By:

Name:

Title:

By:

Name:

Title:

The Guarantee to be endorsed on the Convertible Securities, if the Guarantee is not subordinated, as described in one or more indentures supplemental hereto, shall be in substantially the form set forth below:

“GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the

37

delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) III Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or of any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon

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which this Guarantee is endorsed and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture or under any indenture supplemental thereto.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law.

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

By:

Name:

Title:

By:

Name:

Title:

Section 6.02.When the Guarantor May Merge, Etc.  The Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Company) or permit any Person to merge with or into the Guarantor unless:

(a)either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture and the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Guarantor or

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such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and

(b)the Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 6.02(a)(y).

Section 6.03.Successor Substituted.  Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Guarantor in accordance with Section 6.02 of this Indenture, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor Person had been named as the Guarantor herein, and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Convertible Securities.

ARTICLE 7

DEFAULT AND REMEDIES

Section 7.01.Events of Default Under Subordinated Convertible Securities.  This Section 7.01 shall apply to any series of Convertible Securities that are subordinated in right of payment as described in Article 11 and/or to any series of Convertible Securities with a Guarantee endorsed thereon that is subordinated as described in Article 12 (or, in each case, in any indenture supplemental hereto) for so long as any Convertible Securities of such series remain outstanding.

(a)Events of Default Relating to the Company.  This Section 7.01(a) shall apply for so long as the Company is the issuer of the Convertible Securities and the Guarantor has not been substituted as principal obligor under the Convertible Securities pursuant to the provisions of Section 3.11 or otherwise.  This Section 7.01(a) shall apply without prejudice to any additional rights of Holders under the Guarantee.

(i)Company Events of Default.  An event of default relating to the Company (each a “Company Subordinated Event of Default”) shall occur with respect to the Convertible Securities of any series in the following circumstances:

(1)default is made in the payment of any Principal of the Convertible Securities of such series when the same becomes due or payable; or

(2)default is made for a period of 30 days or more in the payment of any interest due in respect of the Convertible Securities of such series; or

(3)an order is made or a resolution is passed for the winding-up, dissolution or liquidation of the Company or the Guarantor (other than a winding-up which has been approved previously by each of the Holders of the Convertible Securities

40

of such series or, with respect to the Company, an Arrangement and Reconstruction that has been entered into to facilitate an amalgamation, consolidation, merger, sale, conveyance, transfer or lease of property and assets under and in accordance with Article 5)

(ii)Proceedings for Winding-up.  If a Company Subordinated Event of Default with respect to the Convertible Securities of any series occurs and is continuing, the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at its or their discretion, institute proceedings for the winding-up, dissolution or liquidation of the Company and/or prove in the winding-up, dissolution or liquidation of the Company and/or claim in the dissolution or liquidation of the Company for the relevant payment, but may, without prejudice to its or their rights under the Guarantee, take no further or other action to enforce, prove or claim for any such payment.  No payment in respect of the Convertible Securities of such series may be made by the Company pursuant to Section 7.01(a)(i) above, nor will the Trustee or any Holder accept the same, otherwise than during or after a winding-up, dissolution, administration or liquidation of the Company, unless the Company has given prior written notice to, and received no objection from, FINMA, which the Company shall confirm in writing to the Trustee and Paying and Conversion Agent.

(iii)Enforcement.  Without prejudice to Section 7.01(a)(i), if the Company defaults in the performance of or breaches any covenant or agreement of the Company (other than any payment obligation of the Company under or arising from this Indenture or any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or including any damages awarded for breach of any obligations) in this Indenture with respect to any Convertible Security of such series or in the Convertible Securities of such series and such default or breach continues for a period of 60 days after written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Convertible Securities of all series affected thereby voting as a single class, then the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at their discretion, institute such proceedings against the Company as they may think fit to enforce any term or condition binding on the Company under this Indenture and any indenture supplemental hereto with respect to which the Company is in default (other than any payment obligation of the Company under or arising from this Indenture and any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or including any damages awarded for breach of any obligations).  However, in no event shall the Guarantor, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it or the Company pursuant to this Indenture or any indenture supplemental hereto.  Nothing in this Section 7.01(a)(iii) shall, however, prevent the Trustee or any Holder instituting proceedings for the winding-up, administration, dissolution or liquidation of the Company, proving in any winding-up of the Company and/or claiming in any liquidation, administration or dissolution of the

41

Company in respect of any payment obligations of the Company or the Guarantor arising from or in respect of this Indenture, any indenture supplemental hereto or the Guarantee (including any damages awarded for breach of any obligations).

(b)Events of Default Relating to the Guarantor.

(i)An event of default relating to the Guarantor following a Substitution Date with respect to any series of Convertible Securities or relating to the Guarantor prior to a Substitution Date under the Guarantee (each, a “Guarantor Subordinated Event of Default” and, together with the Company Subordinated Event of Default, “Subordinated Events of Default”) will occur with respect to the Convertible Securities of any series in the following circumstances:

(1)the Guarantor fails to make any payment of Principal of the Convertible Securities of such series in respect of the Convertible Securities on or after the date on which such payment is due, or

(2)the Guarantor fails to make any payment of interest in respect of the Convertible Securities of such series for a period of 30 days or more after the date on which such payment is due;  or

(3)an involuntary case or other proceeding shall be commenced against the Guarantor, with respect to the Guarantor 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 Guarantor or for any substantial part of the property and assets of the Guarantor, and such involuntary case or other proceedings shall remain undismissed and unstayed for a period of 60 days, except that the issuance of a writ of payment (Zahlungsbefehl) under the Swiss debt enforcement and bankruptcy laws shall not constitute such involuntary case or proceeding for the purpose of this Section 7.01(b); or an order for relief shall be entered against the Guarantor for the purpose of this Section 7.01(b); or an order for relief shall be entered against the Guarantor under any bankruptcy, insolvency or other similar law now or hereafter in effect; or

(4)the Guarantor (x) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (y) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Guarantor for all or substantially all of the property and assets of the Guarantor, or (z) effects any general assignment for the benefit of creditors.

(ii)Upon the occurrence of a Guarantor Subordinated Event of Default, the payment obligations on the Convertible Securities (in the case of Section 7.01(b)(i)(1) and (2) above, only in respect of the payments referred to in Section 7.01(b)(i)(1) and (2)) as described in this indenture or in any indenture supplemental hereto shall be deemed due and payable (fällige) payment obligations of the Guarantor,

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and if such payment has not been made within the statutory period after the Holder, subject to the provisions of Sections 7.06, 7.07 and 7.08, or the Trustee has formally requested payment and a writ of payment (Zahlungsbefehl) has been issued as provided by the Swiss insolvency laws, such Holder, subject to the provisions of Sections 7.06, 7.07 and 7.08 or the Trustee may institute proceedings against the Guarantor in Switzerland (but not elsewhere) to enforce its rights under Swiss insolvency laws.

(iii)Subject to the provisions of Sections 7.06, 7.07 and 7.08, in the event of an insolvency proceeding in Switzerland, the Trustee and the Holders will have a claim on either a senior or a subordinated basis, as described in Article 12 and in any applicable indenture supplemental hereto, for an amount equal to the principal amount of such Convertible Securities together with any accrued but unpaid interest thereon and the Guarantor shall not (1) after having received the writ of payment (Zahlungsbefehl), argue or plead that the payment obligations are not due and payable by the Guarantor and (2) prior to the declaration of bankruptcy (or similar proceeding under Swiss insolvency laws), make any payment to the Holder or the Trustee.

(iv)Enforcement.  Without prejudice to Section 7.01(b)(i), if the Guarantor defaults in the performance of or breaches any other covenant or agreement of the Guarantor (other than any payment obligation of the Guarantor under or arising from this Indenture or any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or Guarantees or including any damages awarded for breach of any obligations) in this Indenture with respect to any Convertible Security or Guarantee of such series or in the Convertible Securities or Guarantees of such series and such default or breach continues for a period of 60 days after written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder has been given to the Guarantor by the Trustee or to the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Convertible Securities of all series affected thereby voting as a single class, then the Trustee or the Holders of the Convertible Securities of such series, subject to Sections 7.06, 7.07 and 7.08, may, at their discretion, institute such proceedings against the Guarantor as they may think fit to enforce any term or condition binding on the Guarantor under this Indenture and any indenture supplemental hereto with respect to such series and with respect to which the Guarantor is in default (other than any payment obligation of the Guarantor under or arising from this Indenture and any indenture supplemental hereto, including, without limitation, payment of any principal or premium or interest in respect of the Convertible Securities or Guarantees or including any damages awarded for breach of any obligations).  However, in no event shall the Guarantor, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it or the Company pursuant to this Indenture or any indenture supplemental hereto.  Nothing in this Section 7.01(b)(iv) shall, however, prevent the Trustee or any Holder instituting proceedings for the winding-up, dissolution or liquidation of the Guarantor, proving in any winding-up of the Guarantor and/or claiming in any liquidation or dissolution of the Guarantor in respect of any payment obligations of the Company or the Guarantor arising from or in respect of this

43

Indenture, any indenture supplemental hereto or the Guarantee (including any damages awarded for breach of any obligations).

(c)Extent of Holder’s Remedy.  No remedy against the Company or the Guarantor, other than as referred to in these Sections 7.01(a) and (b) and Section 7.04, shall be available to the Trustee or any Holder for the recovery of amounts owing in respect of the Convertible Securities.

(d)Notwithstanding anything in this Section 7.01 to the contrary, other Events of Default may be established pursuant to Section 2.03 with respect to the Convertible Securities of any series or any Guarantee endorsed thereon.

Section 7.02.Events of Default Under Senior Convertible Securities.  This Section 7.02 shall apply to any series of Convertible Securities that are not subordinated in right of payment as described in Article 11 or to any series of Convertible Securities with a Guarantee endorsed thereon that is not subordinated as described in Article 12 (or, in each case, in any indenture supplemental hereto) for so long as any Convertible Securities of such series remain outstanding.  Each of the following events shall be, with respect to the Convertible Securities of any series, a “Senior Event of Default” (and, together with the Subordinated Events of Default, the “Events of Default”):

(a)default in the payment by the Company or the Guarantor, as applicable, of all or any part of the Principal of any Convertible Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption, repurchase, or otherwise;

(b)default in the payment by the Company or the Guarantor, as applicable, of any interest on any Convertible Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

(c)a default or breach by the Company or the Guarantor, as applicable, of any other covenant or agreement of the Company or the Guarantor, as applicable, in this Indenture with respect to any Convertible Security of such series or in the Convertible Securities of such series and such default or breach continues for a period of 60 days after written notice thereof specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Convertible Securities of all series affected thereby, voting as a single class;

(d)commencement of an involuntary case or other proceeding 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; or an order for relief shall be entered against the Company, under any bankruptcy, insolvency or other similar law now or hereafter in effect;

44

(e)commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Company’s consent to the entry of an order for relief in an involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company, or any general assignment by the Company for the benefit of creditors;

(f)commencement of an involuntary case or other proceeding against the Guarantor, with respect to the Guarantor 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 Guarantor or for any substantial part of the property and assets of the Guarantor, 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) under the Swiss debt enforcement and bankruptcy laws shall not constitute such involuntary case or proceeding for the purpose of this clause; or an order for relief shall be entered against the Guarantor, under any bankruptcy, insolvency or other similar law now or hereafter in effect;

(g)commencement by the Guarantor of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Guarantor’s consent to the entry of an order for relief in an involuntary case under any such law, or its consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company, or any general assignment by the Guarantor for the benefit of creditors; or

(h)any other Event of Default established pursuant to Section 2.03 with respect to the Convertible Securities of such series or any Guarantee endorsed thereon occurs.

Section 7.03.Acceleration.

(a)If a Subordinated Event of Default described in Sections 7.01(a)(i)(3) or 7.01(b)(i)(3) or (4) or a Senior Event of Default described in Sections 7.02(a) or (b) with respect to the Convertible Securities of any series then outstanding or any Guarantee endorsed thereon occurs and is continuing, then, and in each and every such case, except for any series of Convertible Securities the Principal of which or, in the case of the Guarantee, the Guarantee endorsed thereon shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Convertible Securities of any such affected series then outstanding hereunder (each such series treated as a separate class) by notice in writing to the Company and to the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal amount of all Convertible Securities of such affected series, or such portion of the Principal or interest as may be specified in the applicable indenture supplemental hereto, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(b)If a Senior Event of Default described in Section 7.02(c) or (h) with respect to the Convertible Securities of one or more but not all series then outstanding, occurs

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and is continuing, then, and in each and every such case, except for any series of Convertible Securities the Principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Convertible Securities of all such affected series then outstanding hereunder (treated as a single class) by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire Principal amount and the interest accrued thereon, if any, of all Convertible Securities of all such affected series to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(c)If a Senior Event of Default described in Section 7.02(d), (e), (f) or (g) occurs and is continuing, then the Principal amount of all such Convertible Securities then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.

(d)If a Senior Event of Default described in Section 7.02(c) or (h) with respect to the Convertible Securities of all series then outstanding, occurs and is continuing, then, and in each and every such case, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all Convertible Securities of all series then outstanding hereunder except for any series of Convertible Securities the Principal of which shall have already become due and payable (treated as a single class) by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire Principal amount of all Convertible Securities of all series then outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(e)The foregoing provisions, however, are subject to the condition that if, at any time after the principal amount of the Convertible Securities of any series (or of all the Convertible Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Convertible Securities of each such series (or of all the Convertible Securities, as the case may be) and the Principal of any and all Convertible Securities of each such series (or of all the Convertible Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such Principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Convertible Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing to the Trustee under Section 8.07, and if any and all Events of Default under this Indenture or any applicable indenture supplemental hereto, other than the non-payment of the Principal of Convertible Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Convertible Securities of all such series that have been accelerated (voting as a single class), by written notice to the Company, to the Guarantor and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Convertible Securities, as the case may be) and rescind and annul such declaration and its

46

consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Section 7.04.Other Remedies.  If a payment default, a Covenant Enforcement Event or an Event of Default with respect to the Convertible Securities of any series occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of Principal of and interest on the Convertible Securities of such series or to enforce the performance of any provision of the Convertible Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Convertible Securities or does not produce any of them in the proceeding.

Section 7.05.Waiver of Past Defaults.  Subject to Sections 7.03, 7.08 and 10.02, and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in Section 7.01(a)(i)(1) or (2), Section 7.01(b)(i)(1) or (2) or Sections 7.02(a) or (b) or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

Section 7.06.Control by Majority.  Subject to Sections 8.01 and 8.02(e), and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the Holders of at least a majority in aggregate principal amount of the outstanding Convertible Securities of all series affected (voting as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Convertible Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders of Convertible Securities pursuant to this Section 7.06.

Section 7.07.Limitation on Suits.  On or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, no Holder of any Convertible Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Convertible Securities of such series or

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any Guarantee endorsed thereon, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)such Holder has previously given to the Trustee written notice of a continuing Event of Default or a Covenant Enforcement Event with respect to the Convertible Securities of such series or any Guarantee endorsed thereon;

(b)the Holders of at least 25% in aggregate principal amount of outstanding Convertible Securities of all such series affected shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or a Covenant Enforcement Event in its own name as Trustee hereunder;

(c)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e)during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Convertible Securities of all such affected series have not given the Trustee a direction that is inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

Section 7.08.Rights of Holder to Receive Payment.  Notwithstanding any other provision of this Indenture, and on or after a Substitution Date, if Swiss law then so requires, subject to the mandatory provisions of Swiss law in relation to meetings of Holders, the right of any Holder of a Convertible Security to receive payment of Principal of or interest, if any, on such Holder’s Convertible Security, or any Guarantee endorsed thereon, on or after the respective due dates expressed on such Convertible Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 7.09.Collection Suit by Trustee.  If an Event of Default with respect to the Convertible Securities of any series, or any Guarantee endorsed thereon, in payment of Principal or interest specified in Sections 7.01(a) or (b) or Section 7.02 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company and the Guarantor for the whole amount of Principal of, and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Convertible Securities of such series, in each case at the rate specified in such Convertible Securities, and such further amount as shall be sufficient to cover all amounts owing to the Trustee under Section 8.07.

Section 7.10.Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have

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the claims of the Trustee (including any claim for amounts due the Trustee under Section 8.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Convertible Securities), the Guarantor, the creditors of the Company or the Guarantor, or the property of the Company or the Guarantor and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon conversion or exchange of the Convertible Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 8.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Convertible Securities, the Guarantee or the rights of any Holder under the Convertible Securities or the Guarantee, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.11.Application of Proceeds.  Any moneys collected by the Trustee pursuant to this Article in respect of the Convertible Securities of any series shall be held in trust and applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Convertible Securities and Coupons appertaining to such Convertible Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Convertible Securities of such series and tenor in reduced principal amounts in exchange for the presented Convertible Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee under Section 8.07 applicable to the Convertible Securities of such series in respect of which moneys have been collected;

SECOND:  Subject to Articles 11 and 12, in case the Principal of the Convertible Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Convertible Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest specified in such Convertible Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

THIRD:  Subject to Articles 11 and 12, in case the Principal of the Convertible Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Convertible Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest specified in the Convertible Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the

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Convertible Securities of such series, then to the payment of such Principal and interest, without preference or priority of Principal over interest, or of interest over Principal, or of any installment of interest over any other installment of interest, or of any Convertible Security of such series over any other Convertible Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest; and

FOURTH:  To the payment of the remainder, if any, to the Company, or to the extent the Trustee collects any amount pursuant to the Guarantee, the Guarantor, or any other person lawfully entitled thereto.

Section 7.12.Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company, the Guarantor, Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 7.13.Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Convertible Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 7.13 does not apply to a suit by a Holder pursuant to Section 7.08 or a suit by Holders of more than 10% in principal amount of the outstanding Convertible Securities of such series.

Section 7.14.Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Convertible Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.15.Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article 7 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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ARTICLE 8

TRUSTEE

Section 8.01.General.  The rights, duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein.  Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Indenture. Where there are any inconsistencies between the Trustee Act 1925 and/or the Trustee Act 2000 and the provisions of this Indenture and/or the Trust Indenture Act, the provisions of this Indenture and/or the Trust Indenture Act shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 1925 and/or the Trustee Act 2000, the provisions of this Indenture and/or the Trust Indenture Act shall constitute a restriction or exclusion for the purposes of that Act.  Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.  Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article 8.  The Trustee, prior to the occurrence of an Event of Default or a Covenant Enforcement Event of which a Responsible Officer of the Trustee has actual knowledge and after the curing of all Events of Default or Covenant Enforcement Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee.  If an Event of Default or a Covenant Enforcement Event to the actual knowledge of a Responsible Officer of the Trustee has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

Section 8.02.Certain Rights of Trustee.  Subject to Sections 315(a) through (d) of the Trust Indenture Act:

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any Officers’ Certificate, Opinion of Counsel (or both), resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall conform to Section 15.04, if applicable. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.  Subject to Sections 8.01 and 8.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the

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absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

(c)The Trustee may act through its attorneys, agents, custodians and nominees not regularly in its employ and shall not be responsible for the misconduct or negligence of any agent, attorney, custodian and nominee appointed with due care by it hereunder.

(d)Any request, direction, order or demand of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company or the Guarantor or any committee thereof may be evidenced to the Trustee by a Board Resolution of the Company or the Guarantor, as the case may be.

(e)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request, order or direction.

(f)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 7.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

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

(h)Prior to the occurrence of an Event of Default or a Covenant Enforcement Event hereunder and after the curing or waiving of all Events of Default or Covenant Enforcement Events, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Convertible Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding.

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(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent employed to act pursuant to the terms of this Indenture.

(j)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)The Trustee may request that the Company and/or the Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(l)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(m)The Trustee shall not be charged with knowledge of any Default or any Event of Default or any other default or any Covenant Enforcement Event unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or default or Covenant Enforcement Event or (ii) written notice of such Default or Event of Default or default or any Covenant Enforcement Event shall have been given to the Trustee by the Company or any other obligor on the Convertible Securities, or by any Holder of the Convertible Securities.

(n)In no event shall the Trustee be deemed to be or required to act as a “representative for the community of creditors” within the meaning of Article 1158 of the Swiss Code of Obligations.

Section 8.03.Individual Rights of Trustee.  The Trustee, in its individual or any other capacity, may become the owner or pledgee of Convertible Securities and may otherwise deal with the Company, the Guarantor or their respective affiliates with the same rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Sections 310(b) and 311 of the Trust Indenture Act.  For purposes of Sections 311(b)(4) and (6) of the Trust Indenture Act, the following terms shall mean:

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(a)“cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b)“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company or the Guarantor for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company or the Guarantor arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 8.04.Trustee’s Disclaimer.  The recitals contained herein and in the Convertible Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company or the Guarantor and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same.  Neither the Trustee nor any of its agents (i) makes any representation as to the validity or adequacy of this Indenture, the Convertible Securities or the Guarantees and (ii) shall be accountable for the Company’s or the Guarantor’s use or application of the proceeds from the Convertible Securities or for monies paid over to the Company or the Guarantor pursuant to the Indenture.

Section 8.05.Notice of Default.  If any Default with respect to the Convertible Securities of any series occurs and is continuing and if such Default is known to the actual knowledge of a Responsible Officer of the Trustee, the Trustee shall give to each Holder of Convertible Securities of such series notice of such Default within 90 days after it occurs (i) if any Unregistered Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in Luxembourg and (ii) to all Holders of Convertible Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of or interest on any Convertible Security, the Trustee shall be fully protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

Section 8.06.Reports by Trustee to Holders.  Within 60 days after each May 1, beginning with May 1, 2012, provided that any Convertible Securities are outstanding hereunder, the Trustee shall mail to each Holder as and to the extent provided in Section 313(c) of the Trust Indenture Act a brief report complying with Section 313(a) of the Trust Indenture Act dated as of such May 1,  if required by such Section.  A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company.  The Company will promptly notify the Trustee of the listing or de-listing of the Convertible Securities on any stock exchange.  The Trustee will also comply with Section 313(b) of the Trust Indenture Act.

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Section 8.07.Compensation and Indemnity.  The Company, or failing which, the Guarantor, shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services.  The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust.  The Company, or failing which, the Guarantor, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee.  Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents, counsel and other persons not regularly in its employ.

The Company, or failing which, the Guarantor, shall indemnify the Trustee and its officers, directors, employees and Agents for, and hold it and them harmless against, any and all loss, damage, claim or liability or expense (including reasonable legal fees and expenses) plus taxes (other than taxes based on the income of the Trustee) incurred by it or them without fraud, negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and the Convertible Securities or the issuance of the Convertible Securities or a series thereof or the trusts hereunder and the performance of its duties under this Indenture and the Convertible Securities, including the costs and expenses of defending itself against or investigating any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Convertible Securities.

To secure the Company’s and the Guarantor’s payment obligations in this Section 8.07, the Trustee shall have a lien prior to the Convertible Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest on particular Convertible Securities.

The obligations of the Company and the Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy, insolvency or similar law or the earlier resignation or removal of the Trustee.  Such additional indebtedness shall be a senior claim to that of the Convertible Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Convertible Securities or Coupons, and the Convertible Securities are hereby subordinated to such senior claim.  Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default or Covenant Enforcement Event, the parties hereto and the Holders by their acceptance of the Convertible Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy, insolvency or similar law.

Section 8.08.Replacement of Trustee.  A resignation or removal of the Trustee as Trustee with respect to the Convertible Securities of any series and appointment of a successor Trustee as Trustee with respect to the Convertible Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 8.08.

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The Trustee may resign as Trustee with respect to the Convertible Securities of any series at any time by so notifying the Company and the Guarantor in writing.  The Holders of a majority in principal amount of the outstanding Convertible Securities of any series may remove the Trustee as Trustee with respect to the Convertible Securities of such series by so notifying the Trustee in writing and may, in accordance with the following paragraph, appoint a successor Trustee with respect thereto with the consent of the Company.  The Company may remove the Trustee as Trustee with respect to the Convertible Securities of any series if: (i) the Trustee is no longer eligible under Section 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed as Trustee with respect to the Convertible Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Convertible Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may appoint a successor Trustee in respect of such Convertible Securities to replace the successor Trustee appointed by the Company.  If the successor Trustee with respect to the Convertible Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Company, the Company or the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.

A successor Trustee with respect to the Convertible Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor.  Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Convertible Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Convertible Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Convertible Securities of such series under this Indenture.

Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.

The Company shall give notice of any resignation and any removal of the Trustee with respect to the Convertible Securities of any series and each appointment of a successor Trustee in respect of the Convertible Securities of such series to all Holders of Convertible Securities of such series.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.  Notwithstanding replacement of the Trustee with respect to the Convertible Securities of any series pursuant to this Section 8.08, the Company’s and the Guarantor’s obligations under Section 8.07 shall continue for the benefit of the retiring Trustee.

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Section 8.09.Successor Trustee by Merger, Etc.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein; provided that such successor Trustee shall be otherwise qualified and eligible under this Article 8.

Section 8.10.Eligibility.  This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a) of the Trust Indenture Act.  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

Section 8.11.Money and other Assets Held in Trust.  The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 9 of this Indenture.

The Trustee shall not realize any U.S. Government Obligations deposited with it, or to its order, or reinvest them in other assets; other than for the purposes of making payments hereunder.

Section 8.12.Disqualification, Conflicting Interests.  If the Trustee has or shall acquire any conflicting interest, as defined in this Section 8.12, with respect to the Convertible Securities of any series, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect to the Convertible Securities of that series in the manner and with the effect hereinafter specified in this Article.  In the event that the Trustee shall fail to comply with the provisions of the preceding sentence with respect to the Convertible Securities of any series, the Trustee shall, within ten days after the expiration of such 90-day period, give notice of such failure to the Holders in the manner and to the extent provided in Section 15.02, subject to its right to seek a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the Trust Indenture Act.  For the purposes of this Section 8.12, the term “conflicting interest” shall have the meaning specified in Section 310(b) of the Trust Indenture Act.  In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Convertible Securities of any series, there shall be excluded Convertible Securities of any particular series of Convertible Securities other than that series.

ARTICLE 9

DISCHARGE OF INDENTURE

Section 9.01.Defeasance within One Year of Payment.  Except as otherwise provided in this Section 9.01, or as otherwise specified in any indenture supplemental hereto, with regard to any series of Convertible Securities, the Company or the Guarantor may terminate the obligations of the Company and the Guarantor under the Convertible Securities of any series, the Guarantee and this Indenture with respect to Convertible Securities of such series if:

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(a)all Convertible Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Convertible Securities of such series that have been replaced or paid or Convertible Securities of such series that are paid pursuant to Section 4.01 or Convertible Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.05) have been delivered to the Trustee for cancellation and the Company (or the Guarantor pursuant to the Guarantee) has paid all sums payable by it hereunder; or

(b)(i)the Convertible Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company or the Guarantor irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of such Convertible Securities for that purpose, money sufficient or U.S. Government Obligations, which through the payment of Principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment, to pay the Principal of and interest on the Convertible Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, and (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Convertible Securities of such series have been complied with and further stating that such deposit will not be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby.

With respect to the foregoing clause (a), only the Company’s and the Guarantor’s obligations under Section 8.07 in respect of the Convertible Securities of such series shall survive.  With respect to the foregoing clause (b), only the obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect of the Convertible Securities of such series and the Guarantee thereof shall survive until such Convertible Securities of such series are no longer outstanding.  Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Convertible Securities of such series and the Guarantee thereof shall survive.  After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantor under the Convertible Securities of such series, the Guarantee thereof and this Indenture with respect to the Convertible Securities of such series except for those surviving obligations specified above.

Section 9.02.Defeasance.  Except as provided below, or as otherwise specified in an indenture supplemental hereto with regard to any series of Convertible Securities, the Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Convertible Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Convertible Securities of such series and the Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied:

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(a)the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders of the Convertible Securities of such series, for payment of the Principal of and interest on the Convertible Securities of such series, money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment to pay and discharge the Principal of and accrued interest on the outstanding Convertible Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(b)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby;

(c)no Default, Event of Default, any other default or any Covenant Enforcement Event with respect to the Convertible Securities of such series shall have occurred and be continuing on the date of such deposit;

(d)the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Convertible Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and

(e)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 9.02 of the Convertible Securities of such series have been complied with.

The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Convertible Securities of such series and the Guarantee thereof shall survive until such Convertible Securities are no longer outstanding.  Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, shall survive.

Section 9.03.Covenant Defeasance.  Unless otherwise specified in an applicable indenture supplemental hereto with regard to any series of Convertible Securities, the Company and the Guarantor may omit to comply with any specific covenant relating to such series provided for in a supplemental indenture pursuant to Section 2.03 which may by its terms be defeased pursuant to this Section 9.03, and such omission shall be deemed not to be an Event of

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Default or Covenant Enforcement Event, with respect to the outstanding Convertible Securities of a series if:

(a)the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders of the Convertible Securities of such series, for payment of the Principal of and interest, if any, on the Convertible Securities of such series, money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof in an amount sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment to pay and discharge the Principal of and interest on the outstanding Convertible Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be;

(b)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the indebtedness evidenced hereby;

(c)no Default, Event of Default, any other default or any Covenant Enforcement Event with respect to the Convertible Securities of such series shall have occurred and be continuing on the date of such deposit;

(d)the Company has delivered to the Trustee an Opinion of Counsel to the effect that such Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(e)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the covenant defeasance contemplated by this Section 9.03 of the Convertible Securities of such series have been complied with.

Section 9.04.Application of Trust Money.  Subject to Section 9.05, the Trustee or Paying and Conversion Agent shall hold in trust money or U.S. Government Obligations (or the proceeds thereof) deposited with it pursuant to Section 9.01, 9.02 or 9.03, as the case may be, in respect of the Convertible Securities of any series and shall apply the deposited money and the proceeds from deposited U.S. Government Obligations in accordance with the Convertible Securities of such series and this Indenture to the payment of Principal of and interest on the Convertible Securities of such series as the Trustee may determine, either directly or through any Paying Agent; but such money need not be segregated from other funds except to the extent required by law.  The Company, and failing which, the Guarantor, agrees to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.01, 9.02 or 9.03 or the Principal or

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interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Convertible Securities.

Section 9.05.Repayment to Company and the Guarantor.  Subject to Sections 8.07, 9.01, 9.02 and 9.03, the Trustee and the Paying and Conversion Agent shall promptly pay to the Company or to the Guarantor, as the case may be, upon request set forth in an Officers’ Certificate any money originally paid by a party making such request held by them at any time and not required to make payments hereunder and thereupon shall be relieved from all liability with respect to such money.  The Trustee and the Paying and Conversion Agent shall pay to the Company or to the Guarantor, as the case may be, upon written request any money originally paid by a party making such request held by them and required to make payments hereunder that remains unclaimed for two years; provided that the Trustee or such Paying and Conversion Agent before being required to make any payment may cause to be published at the expense of the Company or the Guarantor, as the case may be, once in an Authorized Newspaper in The City of New York and once in an Authorized Newspaper in Luxembourg or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company or to the Guarantor, as the case may be.  After payment to the Company or to the Guarantor, Holders entitled to such money must look to the Company or to the Guarantor, as the case may be, for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying and Conversion Agent with respect to such money shall cease.

ARTICLE 10

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01.Without Consent of Holders.  The Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Guarantee or the Convertible Securities of any series without notice to or the consent of any Holder:

(a)to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders;

(b)to comply with Articles 5 or Sections 6.02 or 6.03;

(c)to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

(d)to evidence and provide for the acceptance of appointment hereunder with respect to the Convertible Securities of any or all series by a successor Trustee;

(e)to establish the form or forms or terms of Convertible Securities of any series or of the Coupons appertaining to such Convertible Securities as permitted by Section 2.03, including to add to or modify the terms of the subordination of any such series from those set forth in Article 11 hereof;

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(f)to establish the form or forms or terms of the Guarantee of any series of Convertible Securities, including to add to or modify the terms of the subordination of any such series from those set forth in Article 12 hereof;

(g)to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose;

(h)to provide for a further guarantee from a third party on outstanding Convertible Securities of any series and the Convertible Securities of any series that may be issued under this Indenture;

(i)to give effect to the provisions relating to the conversion or exchange of Convertible Securities of a series upon the occurrence of the triggering events specified therefor in the related indenture supplemental hereto entered into  pursuant to Sections 2.03 and 3.12;

(j)to give effect to the substitution or variation of the terms of the Convertible Securities of a series in accordance with Section 3.10 and the related indenture supplemental hereto entered into pursuant to Sections 2.03 and 3.10

(k)to give effect to the substitution of the issuer in accordance with Section 3.11 with respect to the Convertible Securities of a series and the related indenture supplemental hereto entered into pursuant to Sections 2.03 and 3.11 and to give effect to any other change to this Indenture and the Guarantee with respect to such Convertible Securities or to such Convertible Securities contemplated by Section 3.11 and such indenture supplemental hereto; or

(l)to make any change that does not materially and adversely affect the rights of any Holder.

Notwithstanding anything in this Section 10.01 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.01.

Section 10.02.With Consent of Holders.  Subject to Sections 7.05 and 7.08, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend this Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of this Indenture, the Guarantee or the Convertible Securities of such series.

Notwithstanding the provisions of this Section 10.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 7.05, may not:

(a)extend the stated maturity of the Principal of or any installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption,

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repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in any applicable indenture supplemental hereto, to convert or exchange such Holder’s Convertible Security 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;

(b)reduce the percentage in principal amount of outstanding Convertible Securities of the relevant series the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions of this Indenture or certain Defaults, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in this Indenture;

(c)waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or

(d)modify any of the provisions of this Section 10.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Convertible Security affected thereby.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Convertible Securities, or which modifies the rights of Holders of Convertible Securities of such series with respect to such covenant or provision, including provisions relating to the conversion of the Convertible Securities, shall be deemed not to affect the rights under this Indenture of the Holders of Convertible Securities of any other series or of the Coupons appertaining to such Convertible Securities.

It shall not be necessary for the consent of any Holder under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will mail supplemental indentures to Holders upon request.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Notwithstanding anything in this Section 10.02 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Section 10.02.

Section 10.03.Revocation and Effect of Consent.  Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every

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subsequent Holder of a Convertible Security or portion of a Convertible Security that evidences the same debt as the Convertible Security of the consenting Holder, even if notation of the consent is not made on any Convertible Security.  However, any such Holder or subsequent Holder may revoke the consent as to its Convertible Security or portion of its Convertible Security.  Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver shall become effective with respect to any Convertible Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Convertible Securities affected thereby.

The Company may, but shall not be obligated to, fix a record date (which may be not less than 10 nor more than 60 days prior to the solicitation of consents) for the purpose of determining the Holders of the Convertible Securities of any series affected entitled to consent to any amendment, supplement, waiver or other action to be taken by Holders hereunder.  If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement, waiver or other action or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement, waiver or other such action becomes effective with respect to the Convertible Securities of any series affected thereby, it shall bind every Holder of such Convertible Securities unless it is of the type described in any of clauses (a) through (d) of Section 10.02.  In case of an amendment or waiver of the type described in clauses (a) through (d) of Section 10.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Convertible Security that evidences the same indebtedness as the Convertible Security of the consenting Holder.

Section 10.04.Notation on or Exchange of Convertible Securities.  If an amendment, supplement or waiver changes the terms of any Convertible Security, the Trustee may require the Holder thereof to deliver it to the Trustee.  The Trustee may place an appropriate notation on the Convertible Security about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Convertible Security of such series thereafter authenticated.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Convertible Security shall issue and the Trustee shall authenticate a new Convertible Security of the same series and tenor that reflects the changed terms.

Section 10.05.Trustee to Sign Amendments, Etc.  The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 10 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, subject to customary exceptions.  Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights of the Trustee.  The Trustee may, but shall not be

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obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 10.06.Conformity with Trust Indenture Act.  Every supplemental indenture executed pursuant to this Article 10 shall conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE 11

STATUS AND SUBORDINATION OF THE CONVERTIBLE SECURITIES

Section 11.01.Status.  One or more indentures supplemental to this Indenture may provide that the payment of the Principal of and interest on a series of Convertible Securities are subordinated, to the extent and in the manner provided in this Article 11 and, pursuant to Section 2.03, in the more specific manner to be described in the applicable indenture supplemental hereto, to the right of payment in full to certain other present and future obligations of the Company (such subordinated Convertible Securities, “Subordinated Securities”).  Any Subordinated Securities will constitute direct, unsecured and subordinated obligations of the Company and, subject to any obligations mandatorily preferred by law, shall rank pari passu and without any preference among themselves.  The rights and claims of the Holders of any series of Subordinated Securities are subordinated as described in this Article 11 and any applicable indenture supplemental hereto with respect to such series.  The term “Holder” as used in this Article 11 shall mean the Holder of a Subordinated Security.

Section 11.02.Holders to be Subrogated to Rights of Senior Indebtedness. Subject to the payment (or provision made for payment) in full in cash or cash equivalents of all the Company’s indebtedness ranking senior in right of payment to the indebtedness evidenced by the Subordinated Securities, such senior indebtedness to be described more fully in any applicable indenture supplemental hereto in accordance with Section 2.03 (such indebtedness, “Senior Indebtedness”), the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on the Subordinated Securities shall be paid in full, in cash or cash equivalents and for the purpose of such subrogation no such payments or distributions to the holders of Senior Indebtedness by or on behalf of the Company, or by or on behalf of the Holders by virtue of this Article 11 and any applicable indenture supplemental hereto, which otherwise would have been made to the Holders shall, as between the Company and the Holders, be deemed to be payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article 11 and any applicable indenture supplemental hereto are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 or any applicable indenture supplemental hereto shall have been applied, pursuant to the provisions of this Article 11, to the payment of amounts payable under Senior Indebtedness, then the Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Senior Indebtedness in full in cash or cash equivalents.

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Section 11.03.Obligations of the Company Unconditional.  Nothing contained in this Article 11 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Subordinated Securities is intended to or shall impair, as between the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the Principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture or any applicable indenture supplemental hereto, subject to the rights, if any, under this Article 11 or any applicable indenture supplemental hereto, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.  Notwithstanding anything to the contrary in this Article 11 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Subordinated Securities, upon any distribution of assets of the Company referred to in this Article 11 or in any such indenture supplemental hereto, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which a dissolution, winding up, liquidation, désastre, administration, arrangement or reconstruction proceeding involving the Company or its assets is pending, or a certificate of the liquidator, administrator, commissioner or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or such representative or trustee on behalf of such holder.  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Section 11.04.Trustee Entitled to Assume Payments not Prohibited in Absence of Notice.  The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee with respect to the Subordinated Securities or any deposit contemplated by Section 11.05 unless and until a Responsible Officer of the Trustee shall have received, no later than three Business Days prior to such payment or deposit, written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any representative or trustee therefor and, prior to the receipt of

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any such written notice, the Trustee shall be entitled in all respects conclusively to assume that no such fact exists.

Section 11.05.Application by Trustee of Assets Deposited with it.  Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Company with the Trustee pursuant to and in accordance with Section 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of Subordinated Securities, shall not be subject to the subordination provisions of this Article 11 or any applicable indenture supplemental hereto.  Otherwise, any deposit of assets by the Company with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment of Principal of or interest on any Subordinated Securities shall be subject to the provisions of this Article 11 or any applicable indenture supplemental hereto; provided, that, if prior to the third Business Day preceding the date of such deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such deposit the written notice provided for in Section 11.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 11.06.Subordination Rights not Impaired by Acts or Omissions of the Company, the Trustee, Holders of Senior Indebtedness or Holders.  No act, or failure to act, of any holder of the Senior Indebtedness or their respective representatives or trustees (including, without limitation, any action referred to in this Section 11.06), the Company, the Trustee, any Holder or any other Person in accordance with the terms, covenants or the provisions of this Article 11 or any applicable indenture supplemental hereto (regardless of any knowledge thereof which any such holder of the Senior Indebtedness may have or otherwise be charged with) or any dissolution, winding up, liquidation, administration, désastre, Arrangement and Reconstruction or similar proceeding with respect to the Company shall affect the provisions of this Article 11 or any applicable indenture supplemental hereto, the obligations owed by the Company, the Trustee or any Holder to the holders of the Senior Indebtedness under this Article 11 or any applicable indenture supplemental hereto or the rights of any holder of Senior Indebtedness under this Article 11 or any applicable indenture supplemental hereto.

The Company, the Trustee and each Holder, by accepting the Subordinated Securities, hereby agrees that the taking of any of the following actions, with or without notice, by the holders of the Senior Indebtedness and their respective representatives, will not in any way affect the provisions of this Article 11: (i) changing the manner, place or terms of payment or extending the time of payment of, or renewing or altering, any agreement or instrument creating, evidencing or governing any Senior Indebtedness, or consenting to any amendment or change of any terms of any such agreement or instrument, each as amended from time to time; (ii) granting extensions or renewals of any such agreement or instrument and any other indulgence with respect thereto, or effecting any release, compromise or settlement with respect thereto; (iii) releasing any Person liable in any manner for the payment or collection of any Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise disposing of any item of security at any time securing any Senior Indebtedness, whether or not the collateral, if any, received upon the exercise of such power shall be of a character or value the same as or

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different from the character or value of the item of security released; (v) exercising or refraining from exercising any rights or remedies against the Company or any other Person; and (vi) taking any other action, or refraining from taking any action, that, in the absence of authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting, any of the provisions of this Article 11.

Section 11.07.Claims Filed on Behalf of the Holders.  In the event of any dissolution, winding-up, liquidation, administration, Arrangement and Reconstruction or any reorganization or similar proceeding with respect to the Company (whether in bankruptcy, insolvency, désastre, administration or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company) tending towards liquidation of the business and assets of the Company, the Trustee may, on behalf of each Holder, cause the immediate filing of a claim for the unpaid balance of such Holder’s Subordinated Securities in the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Indebtedness or their respective representatives or trustees are hereby authorized to have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders of said Subordinated Securities.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Indebtedness or their respective representatives or trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Subordinated Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Indebtedness or their respective representatives or trustees to vote in respect of the claim of any Holder in any such proceeding.

Section 11.08.Right of Trustee to Hold Senior Indebtedness.  The Trustee shall be entitled to all of the rights set forth in this Article 11 or any applicable indenture supplemental hereto in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or any applicable indenture supplemental hereto shall be construed to deprive the Trustee of any of its rights as such holder.  Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07.

Section 11.09.Article 11 Not to Prevent Events of Default.  The failure to make a payment on account of Principal of or interest on the Subordinated Securities by reason of any provision of this Article 11 or any applicable indenture supplemental hereto shall not be construed as preventing the occurrence of a Default or an Event of Default under Sections 7.01or 7.02 or under any applicable indenture supplemental hereto or in any way prevent the Holders from exercising any right hereunder other than the right to receive payment on the Subordinated Securities.

Section 11.10.No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of Subordinated Securities or the Company or any other Person, cash, property or securities to

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which any holders of Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.  Nothing in this Section 11.10 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative.

Section 11.11.Agreement of the Holders. Each Holder, by accepting the Subordinated Securities, (i) hereby agrees to and waives notice of the acceptance by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, of, and reliance by each such holder on, the subordination provisions contained in Article 11 of this Indenture and in any applicable indenture supplemental hereto, and shall be bound by such provisions, (ii) hereby authorizes and expressly directs the Trustee on such Holder’s behalf to take such action in accordance with the terms of this Indenture and any applicable indenture supplemental hereto as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) hereby appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

ARTICLE 12

STATUS AND SUBORDINATION OF THE GUARANTEE

Section 12.01.Status.  One or more indentures supplemental to this Indenture may provide that the obligations of the Guarantor under the Guarantee are subordinated to the extent and in the manner provided in this Article 12 and, pursuant to Section 2.03, in the more specific manner to be described in the applicable indenture supplemental hereto, to the right of payment in full of certain of the present and future obligations of the Guarantor (such subordinated Guarantee, the “Subordinated Guarantee”).  Any Subordinated Guarantee will constitute direct, unsecured and subordinated obligations of the Guarantor, as described in this Article 12 and any applicable indenture supplemental hereto.  The rights and claims of the Holder of Convertible Securities of a series having a Subordinated Guarantee executed by the Guarantor endorsed thereon, are subordinated as described in this Article and in any indenture supplemental hereto with respect to such series.  The term “Holder” as used in this Article 12, shall mean the Holder of a Convertible Security having a Subordinated Guarantee.

Section 12.02.Holders to be Subrogated to Rights of Guarantor Senior Indebtedness.  Subject to the payment (or provision made for payment) in full in cash or cash equivalents of all of the Guarantor’s indebtedness ranking senior in right of payment to the indebtedness evidenced by the Subordinated Guarantee, such senior indebtedness to be described more fully in any applicable indenture supplemental hereto in accordance with Section 2.03 (such indebtedness, “Guarantor Senior Indebtedness”), the holders of the Convertible Securities on which the Subordinated Guarantee is endorsed shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive the delivery of the Guarantor’s shares or American depositary shares, if applicable, in each case according to the terms thereof and of this Indenture and any indenture supplemental hereto referred to therein, or to receive payments or distributions of assets of the Guarantor applicable to the Guarantor Senior Indebtedness until all amounts owing on the Convertible Securities shall be paid in full, in cash or cash equivalents and for the purpose of such subrogation no such payments or distributions to the holders of Guarantor Senior Indebtedness by or on behalf of the Guarantor, or by or on behalf of the Holders by virtue of this Article 12 and any applicable indenture supplemental hereto, which

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otherwise would have been made to the Holders shall, as between the Guarantor and the Holders, be deemed to be payment by the Guarantor to or on account of the Guarantor Senior Indebtedness, it being understood that the provisions of this Article 12 and any applicable indenture supplemental hereto are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Guarantor Senior Indebtedness, on the other hand.  If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 12 or any applicable indenture supplemental hereto shall have been applied, pursuant to the provisions of this Article 12, to the payment of amounts payable under Guarantor Senior Indebtedness, then the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Guarantor Senior Indebtedness in full in cash or cash equivalents.

Section 12.03.Obligations of the Guarantor Unconditional.  Nothing contained in this Article 12 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Convertible Securities or the Subordinated Guarantee is intended to or shall impair, as between the Guarantor and the Holders, the obligation of the Guarantor, which is absolute and unconditional, to deliver Guarantor’s shares or American depositary shares, if applicable, in each case according to the terms thereof and of this Indenture and any indenture supplemental hereto referred to therein, and to pay to the Holders any payment due under the Subordinated Guarantee in respect of the Principal of and interest on the Convertible Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantor other than the holders of the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture or any applicable indenture supplemental hereto, subject to the rights, if any, under this Article 12 and any applicable indenture supplemental hereto, of the holders of Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.  Notwithstanding anything to the contrary in this Article 12 or elsewhere in this Indenture, any applicable indenture supplemental hereto or in the Convertible Securities or in the Subordinated Guarantee, upon any distribution of assets of the Guarantor referred to in this Article 12 or in any such indenture supplemental hereto, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which a dissolution, winding up, liquidation or reorganization proceeding involving the Company or its assets is pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Guarantor Senior Indebtedness (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or such representative or trustee on

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behalf such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Section 12.04.Trustee Entitled to Assume Payments not Prohibited in Absence of Notice.  The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee with respect to the Subordinated Guarantee or any deposit contemplated by Section 12.05 unless and until a Responsible Officer of the Trustee shall have received, no later than three Business Days prior to such payment or deposit, written notice thereof from the Guarantor or from one or more holders of Guarantor Senior Indebtedness or from any representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to assume that no such fact exists.

Section 12.05.Application by Trustee of Assets Deposited with it.  Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Guarantor with the Trustee pursuant to and in accordance with Section 9.01, 9.02 or 9.03 shall be for the sole benefit of Securityholders and, to the extent (i) the making of such deposit by the Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Guarantor Senior Indebtedness and (ii) allocated for the payment under the Convertible Securities (pursuant to the Subordinated Guarantee), shall not be subject to the subordination provisions of this Article 12 or any applicable indenture supplemental hereto.  Otherwise, any deposit of assets by the Guarantor with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment under the Subordinated Guarantee of Principal of or interest on the Convertible Securities shall be subject to the provisions of Section 12.01 or any indenture supplemental hereto; provided, that, if prior to the third Business Day preceding the date of such deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such assets the written notice provided for in Section 12.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 12.06.Subordination Rights not Impaired by Acts or Omissions of the Guarantor, the Company, the Trustee, Holders of Guarantor Senior Indebtedness or Securityholders.  No act, or failure to act, of any holder of the Guarantor Senior Indebtedness or their respective representatives (including, without limitation, any action referred to in this Section 12.06), the Guarantor, the Trustee, any Holder or any other Person in accordance with the terms, covenants or the provisions of this Article 12 and any applicable indenture supplemental hereto (regardless of any knowledge thereof which any such holder of the Guarantor Senior Indebtedness may have or otherwise be charged with) or any reorganization or similar proceeding with respect to the Guarantor shall affect the provisions of this Article 12 or

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any applicable indenture supplemental hereto, the obligations owed by the Guarantor, the Trustee or any Holder to the holders of the Guarantor Senior Indebtedness under this Article 12 or any applicable indenture supplemental hereto or the rights of any holder of Guarantor Senior Indebtedness under this Article 12 or any applicable indenture supplemental hereto.

The Guarantor, the Trustee and each Holder hereby agree that the taking of any of the following actions, with or without notice, by the holders of the Guarantor Senior Indebtedness and their respective representatives, will not in any way affect the provisions of this Article 12: (i) changing the manner, place or terms of payment or extending the time of payment of, or renewing or altering, any agreement or instrument creating, evidencing or governing any Guarantor Senior Indebtedness, or consenting to any amendment or change of any terms of any such agreement or instrument, each as amended from time to time; (ii) granting extensions or renewals of any such agreement or instrument and any other indulgence with respect thereto, or effecting any release, compromise or settlement with respect thereto; (iii) releasing any Person liable in any manner for the payment or collection of any Guarantor Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise disposing of any item of security at any time securing any Guarantor Senior Indebtedness, whether or not the collateral, if any, received upon the exercise of such power shall be of a character or value the same as or different from the character or value of the item of security released; (v) exercising or refraining from exercising any rights or remedies against the Guarantor or any other Person; and (vi) taking any other action, or refraining from taking any action, that, in the absence of authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting, any of the provisions of this Article 12.

Section 12.07.Securityholders Authorize Trustee to Effectuate Subordination of Subordinated Guarantee.  Each holder of the Subordinated Guarantee endorsed on the Convertible Securities by his or her acceptance thereof authorizes and expressly directs the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture as may be necessary or appropriate to effectuate the subordination provisions contained in this Article 12 or any applicable indenture supplemental hereto and to protect the rights of the Holders pursuant to this Indenture and any applicable indenture supplemental hereto, and appoints the Trustee his or her attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or any reorganization or similar proceeding with respect to the Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Guarantor) tending towards liquidation of the business and assets of the Guarantor, the immediate filing of a claim for the unpaid balance of his or her Convertible Securities in the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Guarantor Senior Indebtedness or their respective representatives are hereby authorized to have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the holders of the Convertible Securities on which the Subordinated Guarantee is endorsed.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Guarantor Senior Indebtedness or their respective representatives to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Subordinated Guarantee, the Convertible Securities or the rights of any Holder

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thereof, or to authorize the Trustee or the holders of Guarantor Senior Indebtedness or their respective representatives to vote in respect of the claim of any Securityholder in any such proceeding.

Section 12.08.Right of Trustee to Hold Guarantor Senior Indebtedness.  The Trustee shall be entitled to all of the rights set forth in this Article 12 and any applicable indenture supplemental hereto in respect of any Guarantor Senior Indebtedness at any time held by it to the same extent as any other holder of Guarantor Senior Indebtedness, and nothing in this Indenture or any applicable indenture supplemental hereto shall be construed to deprive the Trustee of any of its rights as such holder.  Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07.

Section 12.09.Article 12 Not to Prevent Events of Default.  The failure to make a payment under the Subordinated Guarantee on account of Principal of or interest on the Convertible Securities by reason of any provision of this Article 12 or any applicable indenture supplemental hereto shall not be construed as preventing the occurrence of a Default or an Event of Default under Sections 7.01 or 7.02 or under any applicable indenture supplemental hereto or in any way prevent the Holders from exercising any right hereunder other than the right to receive payment under the Subordinated Guarantee on the Convertible Securities.

Section 12.10.No Fiduciary Duty of Trustee to Holders of Guarantor Senior Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the holders of the Subordinated Guarantee endorsed on the Convertible Securities or the Guarantor or any other person, cash, property or securities to which any holders of Guarantor Senior Indebtedness shall be entitled by virtue of this Article 12 or any applicable indenture supplemental hereto or otherwise. Nothing in this Section 12.10 shall affect the obligation of any other such person to hold such payment for the benefit of, and to pay such payment over to, the holders of Guarantor Senior Indebtedness or their representative.

Section 12.11.Agreement of the Holders. Each Holder, by accepting the Subordinated Guarantee, hereby agrees to and waives notice of the acceptance by each holder of Guarantor Senior Indebtedness, whether now outstanding or hereafter incurred, of, and reliance by each such holder on, the subordination provisions contained in Article 12 of this Indenture and in any applicable indenture supplemental hereto, and shall be bound by such provisions.

ARTICLE 13

TAXATION

Section 13.01.Taxation.  For any series of Convertible Securities, if specifically provided by the applicable supplemental indenture, all payments of principal, premium (if any) and/or interest to Holders by or on behalf of the Company in respect of the Convertible Securities of such series or by or on behalf of the Guarantor under the Guarantee thereof shall be

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made without withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law.  In that event, the Company or, as the case may be, the Guarantor shall pay such additional amounts (“Additional Amounts”) as will result (after such withholding or deduction) in receipt by the Holders of such Convertible Securities of the sums which would have been receivable (in the absence of such withholding or deduction) from it in respect of their Convertible Securities or the Guarantee endorsed thereon, as the case may be; except that no such Additional Amounts shall be payable with respect to any Convertible Security of such series or the Guarantee endorsed thereon, as the case may be, on account of:

(a)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, by reason of the Holder having some connection with a Tax Jurisdiction other than the mere holding of such Convertible Security or the Guarantee endorsed thereon, as the case may be; or

(b)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment more than 30 days after the Due Date (as defined below) except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Business Day; or

(c)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, where such withholding or deduction is imposed on a payment to an individual and is (A) required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive, (B) required to be made pursuant to the Agreement between the European Community and the Confederation of Switzerland dated as of 26 October 2004 (the “Swiss Savings Tax Agreement”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, the Swiss Savings Tax Agreement, (C) required to be made pursuant to agreements between Guernsey and the EU Member States (the “Guernsey Savings Tax Agreements”) providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such Guernsey Savings Tax Agreements, or (D) required to be made pursuant to any agreements between the European Community and other countries or territories providing for measures equivalent to those laid down in the European Council Directive 2003/48/EC or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreements; or

(d)any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner of the Convertible Security (or any financial institution through which the Holder or beneficial owner holds the Convertible

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Security or through which payment on the Convertible Security is made) to enter into or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning United States accounts maintained by the Holder or beneficial owner (or any such financial institution) or concerning United States ownership of the Holder or beneficial owner (or any such financial institution), or any substantially similar requirement or agreement, if entering into or complying with such requirement or agreement is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; or

(e)any such taxes, duties, assessments or other governmental charges imposed on a payment in respect of the Convertible Securities or the Guarantee endorsed thereon, as the case may be, and which is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down (x) in the European Council Directive 2003/48/EC or (y) in the draft legislation proposed by the Swiss Federal Council on 22 December 2010, in particular the principle to have a person other than the Company or Guarantor withhold or deduct tax, such as, without limitation, any Paying or Conversion Agent; or

(f)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security or the Guarantee endorsed thereon, as the case may be, presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Convertible Security or the Guarantee endorsed thereon, as the case may be, to another Paying and Conversion Agent in a Member State of the European Union; or

(g)any such taxes, duties, assessments or other governmental charges imposed in respect of such Convertible Security where such withholding or deduction is required by the Swiss Federal Withholding Tax Code of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer vom 13 Oktober 1965 as amended from time to time); or

(h)any combination of two or more items (a) to (g) above.

If the Company determines that it has an obligation to deduct and withhold tax on a payment to any Holder, including in respect of a conversion of the Convertible Securities for ordinary shares or American depository shares, as a result of the conditions described in paragraph (d) above, to the extent permitted by law the Company may, at its option, satisfy such obligation with any assets of the Holder held by or subject to the control of the Company or by directing the sale, on behalf of and for the account of the Holder, of any portion of such shares as necessary in order to pay such tax.

At least 10 days prior to the first interest payment date with respect to a series of Convertible Securities and at least 10 days prior to each date of payment of Principal of or interest on the Convertible Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the Paying and Conversion Agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying and Conversion Agent whether such payment of Principal of or interest on the Convertible Securities of that series or on the Guarantee endorsed thereon shall be made to Holders of the Convertible Securities of that series without withholding or deduction for or on account of any Taxes. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that Additional Amounts will be payable and the amounts so payable to each Holder, and the Company or the Guarantor, as the case may be, shall pay to the Trustee or such Paying and Conversion Agent the Additional Amounts required to be paid by this Section. The Company and the Guarantor covenant to indemnify the Trustee and any Paying and Conversion

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Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Convertible Security of any series or any Guarantee endorsed thereon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this section, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not.

Section 13.02.Tax Redemption.  If specifically provided by the applicable supplemental indenture, the Company may redeem all, but not some only, of the Convertible Securities of a series at its option at any time on giving not less than 30 calendar days nor more than 60 calendar days notice, at the amount of the Convertible Securities of such series being redeemed set forth in the applicable supplemental indenture, together with accrued interest to (but excluding) the relevant redemption date, if it has or will (or the Guarantor would, if required to pay under the Guarantee) become obligated to pay Additional Amounts on such series of Convertible Securities, as described in the applicable supplemental indenture, as a result of certain changes in, or amendments to, the laws (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction.

ARTICLE 14

MEETINGS OF HOLDERS

Section 14.01.Purposes of Meetings.  A meeting of the Holders, in each case with respect to the Convertible Securities held by such Holders, may be called at any time from time to time pursuant to this Article 14 for any of the following purposes:

(a)to give any notice to the Company, the Guarantor or the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Default, Event of Default, any other default or any Covenant Enforcement Event hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to Article 7 hereof or any other provision of this Indenture;

(b)to remove the Trustee and appoint a successor trustee pursuant to Article 8 hereof;

(c)to consent to the execution of a supplemental indenture pursuant to Article 10;

(d)to consent to the waiving of certain covenants pursuant to Section 10.02;

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(e)for the purpose of allowing Holders of a majority in aggregate principal amount of the outstanding Convertible Securities to approve any matter, proposal or question proposed by the Company or the Guarantor with respect to matters not contemplated by clauses (a)-(d).

Section 14.02.Place of Meetings.  Meetings of Holders may be held at such place or places in the Borough of Manhattan, the City and State of New York as the Trustee or, in case of its failure to act, the Company or the Guarantor or the Holders calling the meeting, shall from time to time determine.

Section 14.03.Call and Notice of Meetings.

(a)The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of Holders to be held at such time and at such place in the Borough of Manhattan, the City and State of New York in the location determined by the Trustee pursuant to Section 14.02. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be published in the manner contemplated by Section 15.02 hereof.

(b)In case at any time the Company or the Guarantor, or the Holders of at least 25%  in aggregate principal amount of the Convertible Securities of any series then outstanding, shall have requested the Trustee to call a meeting of the Holders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given notice of such meeting within 20 days after receipt of such request, then the Company or the Guarantor or the Holders of at least 25% in aggregate principal amount of the Convertible Securities of such series then outstanding may determine the time (not less than 21 days after notice is given) and the place in the Borough of Manhattan, the City and State of New York for such meeting and may call such meeting to take any action authorized in Section 14.01 by giving notice thereof as provided in clause (a) of this Section 14.03.

Section 14.04.Voting at Meetings.

(a)To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder or (ii) a Person appointed by an instrument in writing made available from the office of the Registrar as proxy for a Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons so entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Company and its counsel and any representatives of the Guarantor and its counsel.

(b)Any Holder which is a corporation may, by delivering to the Registrar before the time fixed for any meeting a resolution of its directors or other governing body, authorize any person to act as its representative (a “representative”) in connection with any meeting of the Holders and any adjourned such meeting.

(c)If a Holder of a Convertible Security is a clearing system or a nominee of a clearing system and the rules or procedures of such clearing system so require, such nominee

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or clearing system may appoint proxies in accordance with, and in the form used, by such clearing system as part of its usual procedures from time to time in relation to meetings of Holders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorized officer of the corporation and delivered to the Registrar before the time fixed for any meeting, appoint the any person (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Holders. All references to “proxy” or “proxies” in this Indenture other than in this sub-section 14.04(c) shall be read so as to include references to “sub-proxy” or “sub-proxies.”

(d)For so long as the Convertible Securities are eligible for settlement through a clearing system’s book-entry settlement system and the rules or procedures of such clearing system so require, the Company or the Trustee may fix a record date for the purpose of any meeting, provided such record date is no more than 10 calendar days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting.

Any proxy appointed pursuant to Section 14.04(a) or 14.04(c) above or representative appointed pursuant to Section 14.04(b) above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Holders, to be the holder of the Convertible Securities to which such appointment relates and the holder of the Convertible Securities shall be deemed for such purposes not to be the holder or owner, respectively.

Section 14.05.Voting Rights, Conduct and Adjournment.

(a)Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof of holding of Convertible Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Convertible Securities shall be proved in the manner specified in Section 15.05 hereof and the appointment of any proxy shall be proved in such manner as is deemed appropriate by the Trustee or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank, banker, notary or trust company customarily authorized to certify to the holding of a security.

(b)At any meeting of Holders, the presence of Person(s) holding or representing Convertible Securities in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called shall constitute a quorum.  Any meetings of Holders duly called pursuant to Section 14.03 hereof may be adjourned from time to time by vote of the Holders of not less than a majority in aggregate principal amount of the Convertible Securities represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting

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may be held as so adjourned without further notice. No action at a meeting of Holders shall be effective unless approved by Holders of not less than the percentage in aggregate principal amount of the Convertible Securities then outstanding otherwise required by this Indenture for the taking of such action.  The passing of a resolution at any such meeting shall be conclusive evidence that the circumstances justify its passing.  Any approval so granted shall bind all the Holders whether or not present at the meeting and each of them shall be bound to give effect accordingly.

(c)At any meeting of Holders, each Holder or proxy shall be entitled to one vote for each US$1.00 principal amount of outstanding Convertible Securities held or represented at such meeting.  A person entitled to more than one vote need not vote them all the same way.

(d)The vote upon any resolution submitted to any meeting of Holders of Convertible Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Convertible Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the outstanding Convertible Securities of such series held or represented by them.  The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the chairman of the meeting their verified written reports in duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the proceedings of each meeting of Holders of Convertible Securities of any series shall be prepared by the chairman of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.03.  Each copy shall be signed and verified by the affidavits of the chairman of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Until the contrary is proved, every meeting for which records have been so made and verified shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

A written resolution signed by the Holders of not less than the principal amount of the Convertible Securities then outstanding otherwise required for the taking of action under this Indenture shall have the same effect as if it were a resolution passed at a meeting. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders.

The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within fifteen minutes from the time fixed for the meeting, the Holders or proxies or representatives representing a majority in aggregate principal amount of the Convertible Securities present at the meeting shall choose one of their number to be chairman, failing which the Company may appoint a chairman.

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The chairman may, but need not, be a Holder or representative or proxy. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.

Section 14.06.Meetings after Substitution Date.  Notwithstanding anything in this Article 14 to the contrary, on or after a Substitution Date, if Swiss law then so requires, the mandatory provisions of Swiss law in relation to meetings of Holders shall apply and prevail, where necessary in order to comply with mandatory Swiss law, in the case of any conflict with the provisions of this Article 14.

ARTICLE 15

MISCELLANEOUS

Section 15.01.Trust Indenture Act of 1939.  This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

Section 15.02.Notices.  Any notice or communication shall be sufficiently given if written and (a) if delivered in person, when received or (b) if mailed by first class mail, 5 days after mailing, or (c) as between any two of the Company, the Guarantor and the Trustee if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

if to the Company:

Credit Suisse Group (Guernsey) III Limited
Helvetia Court
South Esplanade
St.  Peter Port
Guernsey GYI 3WF, Channel Islands
Facsimile No.:  + 44 1481 724676
Attention:  Anthony Le Conte, Director

with a copy to the Guarantor at the address indicated below

if to the Guarantor:

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Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
Facsimile No.:  +41-1-210-2120
Attention:  Legal Department

if to the Trustee:

HSBC Bank USA, N.A.
10 East 40th Street
New York, New York  10016
Facsimile No.: (212) 525-1300
Attention:  Corporate Trust and Loan Agency

The Company, the Guarantor or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication shall be sufficiently given to Holders of any Unregistered Securities by publication at least once in an Authorized Newspaper in The City of New York and at least once in an Authorized Newspaper in Luxembourg, and by mailing to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing by first class mail postage prepaid to such Holders at their addresses as they shall appear on the Security Register.  Notice mailed shall be sufficiently given if so mailed within the time prescribed.  Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 15.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.  In case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 15.03.Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee:

(a)an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(b)an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 15.04.Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(c)a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

(e)Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited at its registered office for the time being in England to act as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. If for any reason such agent shall cease to be such agent for the service of process, each of the Company and the Guarantor shall forthwith appoint a new agent for service of process in England and deliver to the Paying and Conversion Agent a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.

Section 15.05.Evidence of Ownership.  The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Company, the Guarantor, the Trustee, nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.  The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Convertible Security and the date of his holding the same, may be proved by the production of such Convertible Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory.

Each such certificate shall be dated and shall state that on the date thereof a Convertible Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate.  Any such certificate may be issued in respect of one or more Unregistered Securities specified therein.  The holding by the Person named in any such certificate of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (a) another certificate bearing a later date issued in respect of the same Convertible Securities shall be produced or (b) the Convertible Security specified in such certificate shall be produced by some other Person, or (c) the Convertible Security specified in such certificate shall have ceased to be outstanding.  Subject to Article 8, the fact and date of the execution of any such instrument and the amount

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and numbers of Convertible Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.

The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the Person in whose name any Registered Security of a series shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company, the Guarantor nor the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

Section 15.06.Currency Indemnitee.  Any amount received or recovered in a currency in which payment under the relevant series of Convertible Securities is due (the “Required Currency”)  (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Company or the Guarantor or otherwise) by any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor shall only constitute a discharge to the Company or the Guarantor, as the case may be, to the extent of the amount of the Required Currency that 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 the amount received or recovered by a Holder is less than the amount expressed to be due to the recipient under any Convertible Security, the Company, failing whom the Guarantor, or in connection with any payment under the Guarantee, the Guarantor, shall indemnify it against any loss sustained by it as a result.  In any event, the Company, failing which the Guarantor, or in connection with any payment under the Guarantee, the Guarantor, shall indemnify the recipient against the cost of making any such purchase.  For the purposes of this Section 15.06, it shall be sufficient for the 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 and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence 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 Convertible Security or any other judgment or order.

Section 15.07.No Set-Off.  Subject to applicable law, and except as otherwise provided in an indenture supplemental hereto with respect to a series of Convertible Securities, 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 in respect of, or arising under or in connection with a series of Convertible Securities and each Holder shall, by virtue of being a Holder, be deemed to have waived all such rights of set-off, compensation or retention.

Section 15.08.Prescription.  Claims against the Company and/or the Guarantor for payment in respect of the Convertible Securities, shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the

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appropriate Due Date in respect of them unless a shorter period is prescribed by applicable law.  For the purposes of this Section 15.08, “Due Date” means, in respect of any payment on any Convertible Security, the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount required to be paid is made or, in the case where presentation is required pursuant to the terms of the Convertible Security, (if earlier) the date seven days after that on which notice is duly given to the Holders that, upon further presentation of the certificate representing the Convertible Security being made in accordance with the terms of the Convertible Security, such payment will be made, provided that payment is in fact made upon such presentation

Section 15.09.No Security.  The Company and the Guarantor may not create or permit to exist any pledge or other security interest over the Company’s assets or the Guarantor’s assets, as the case may be, to secure its respective obligations in respect of the Convertible Securities.

Section 15.10.No Government Guarantee.  The Convertible Securities are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Guernsey, Switzerland or any other jurisdiction.  Except as otherwise provided in the terms of a series of Convertible Securities, the Convertible Securities do not have the benefit of any agency or governmental guarantee.

Section 15.11.Rules by Trustee, Paying and Conversion Agent or Registrar.  The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Paying and Conversion Agent or Registrar may make reasonable rules for its functions.

Section 15.12.Payment Date other than a Business Day.  If any date for payment of Principal or interest on any Convertible Security shall not be a Business Day at any place of payment, then payment of Principal of or interest on such Convertible Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment for the period from and after such date.

Section 15.13.Governing Law; Jurisdiction and Services of Process; Sovereign Immunity.

(a)This Indenture, the Convertible Securities, the Guarantees and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law, except that the provisions of Articles 11 and 12 relating to the status and degree of subordination of the Convertible Securities and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor, and except that with respect to those provisions of the Trust Indenture Act that are included or deemed to be included herein or that are deemed by the Trust Indenture Act to be part of and to govern this Indenture, the Trust Indenture Act shall govern.

(b)Except as provided below, the courts of England shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with any Convertible

84

Securities or the Guarantee and, accordingly, any legal action or proceedings arising out of or in connection with any Convertible Securities or the Guarantee (“Proceedings”) may be brought in such courts.  Each of the Company and the Guarantor submits to the jurisdiction of the courts of England in respect of any such Proceedings and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.  These submissions are made for the benefit of each of the Holders of the Convertible Securities and the Trustee.  Nothing in this Section 15.13(b) shall affect the rights of Holders or the Trustee to take proceedings in Switzerland or the Island of Guernsey in respect of the remedies referred to in Article 7.

(c)To the extent that the Company or the Guarantor is or may become entitled to claim for itself any immunity from jurisdiction (sovereign or otherwise) and to the extent that in any jurisdiction there may be attributed to the Company or the Guarantor such an immunity (whether or not claimed), the Company and the Guarantor hereby irrevocably waive and severally agree not to claim any immunity from suit, jurisdiction, execution of a judgment, or attachment or set-off in aid of execution of a judgment, to which they or their respective property might otherwise be entitled in any Proceeding arising out of or based on this Indenture, the Guarantee or the Convertible Securities.  The agreements and waiver contained in this Section 15.13(c) are intended to be effective upon the execution of this Indenture without any further act by the Company or the Guarantor before any such court and introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence of such waiver.

(d)The Company and the Guarantor have appointed Credit Suisse (USA), Inc., at 11 Madison Avenue, New York, New York 10010, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding arising out of or based upon this Indenture, the Convertible Securities and the Guarantee.  The Company and Guarantor hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, such appointment to be irrevocable until the appointment of a successor Authorized Agent in The City of New York for such purpose and such successor’s acceptance of such appointment shall have occurred.  If at any time the Authorized Agent no longer has an office in the Borough of Manhattan, The City of New York, upon whom process may be served in any Proceeding arising out of or based upon this Indenture, the Convertible Securities or the Guarantee, the Company and the Guarantor will immediately appoint an Authorized Agent upon whom such process may be served and shall deliver to the Trustee a copy of the new Authorized Agent’s acceptance of that appointment.  Until this Indenture is terminated, the Company and the Guarantor shall maintain an Authorized Agent in The City of New York, and the Company and the Guarantor agree to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company or the Guarantor, as the case may be.

(e)Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited at its registered office for the time being in England to act as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. If for any reason such agent shall cease to be such agent for the service of process, each of the Company and the Guarantor shall forthwith appoint a new agent for service of process in England and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.

Section 15.14.No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company, the Guarantor or any Subsidiary of the Company or the Guarantor.  Any such indenture or agreement may not be used to interpret this Indenture.

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Section 15.15.Successors.  All agreements of the Company and the Guarantor in this Indenture, the Guarantee and the Convertible Securities shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its respective successors.

Section 15.16.Duplicate Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 15.17.Separability.  In case any provision in this Indenture or in the Convertible Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 15.18.Table of Contents, Headings, Etc.  The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

Section 15.19.Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability.  No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Convertible Securities and the Coupons appertaining thereto and the Guarantee endorsed thereon by the holders thereof and as part of the consideration for the issue of the Convertible Securities and the Coupons appertaining thereto and the Guarantee endorsed thereon.

Section 15.20.Waiver of Trial by Jury.  EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE CONVERTIBLE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SIGNATURES

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

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED,
as the Company
By:	/s/ Roy McGregor
	Name: Roy McGregor
	Title: Member of the Board of Directors
By:	/s/ Kenneth Wallbridge
	Name: Kenneth Wallbridge
	Title: Member of the Board of Directors
CREDIT SUISSE GROUP AG,
as the Guarantor
By:	/s/ Sharon O’Connor
	Name: Sharon O’Connor
	Title: Authorized Person
By:	/s/ John Kneafsey
	Name: John Kneafsey
	Title: Authorized Person
HSBC BANK USA, N.A.,
as Trustee
By:	/s/ Ignazio Tamburello
	Name: Ignazio Tamburello
	Title: Vice President

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Annex I

[FORM OF SENIOR OR SUBORDINATED GUARANTEED CONVERTIBLE SECURITY]

[FACE OF NOTE]

PRINCIPAL AMOUNT:  $                      
CUSIP:                       
No.:

[Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible Security may not be transferred except as a whole by the Depositary to the 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.]

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

    % Convertible Security

Due              

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED, a Guernsey incorporated non-cellular company limited by shares (the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of                dollars on                               , in the coin or currency of the United States, and to pay interest, [semi-annually] on              and              of each year, commencing                     , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Convertible Security, from the            or the             , as the case may be, next preceding the date of this Convertible Security to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Convertible Security, or unless no interest has been paid or duly provided for on the Convertible Securities of this series, in which case from                     , until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or by wire transfer as provided in the Indenture.  Notwithstanding the foregoing, if the

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date hereof is after the     th day of            or              , as the case may be, and before the following            or             , this Convertible Security shall bear interest from such              or             ; provided, that if the Company shall default in the payment of interest due on such            or           , then this Convertible Security shall bear interest from the next preceding            or           , to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on the Convertible Securities of this series, from                 .  The interest so payable on any          or          will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Convertible Security is registered at the close of business on the          or             , as the case may be, next preceding such            or             , whether or not such day is a Business Day.

Reference is made to the further provisions of this Convertible Security set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Convertible Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

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IN WITNESS WHEREOF, CREDIT SUISSE GROUP (GUERNSEY) III LIMITED has caused this Convertible Security to be duly executed.

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

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

Dated:
	HSBC BANK USA, N.A.,
	as Trustee
	By:
		Authorized Officer

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REVERSE OF CONVERTIBLE SECURITY

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

    % Convertible Security

Due            

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

This Convertible Security is one of a duly authorized issue of [senior][subordinated] debt securities convertible into shares or American depositary shares of the Guarantor (as defined below) to be issued in one or more series (hereinafter called the “Convertible Securities”) all issued or to be issued under and pursuant to an indenture for senior or subordinated guaranteed exchangeable or convertible debt securities dated as of               ,          (herein called the “Indenture”), among the Company, Credit Suisse Group AG, as guarantor (the “Guarantor,” which term includes any successor guarantor under the Indenture) and HSBC Bank USA, N.A., as trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Convertible Securities, including the Guarantee endorsed hereon.  The Convertible Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different conversion provisions (if any)[, may be subject to different subordination provisions (if any)], may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.  This Convertible Security is one of a series designated as the       % Convertible Securities Due        of the Company, limited in initial aggregate principal amount to $                .

Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue Principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Convertible Security.  Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, if a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

[This Convertible Security is [convertible][exchangeable] for [ordinary shares] [American Depositary Shares] of the Guarantor under the following circumstances:                   ]

In case an Event of Default (as defined in the Indenture) with respect to the Convertible Securities of this series shall have occurred and be continuing, [the Principal hereof and] the interest accrued hereon, if any, may be declared, and upon such declaration shall

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become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

As provided in the Indenture and any applicable indenture supplemental thereto, and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Convertible Security are guaranteed pursuant to the Guarantee endorsed hereon.

The Indenture contains provisions which provide that, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend the Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of the Indenture, the Guarantee or the Convertible Securities of such series; provided that, without the consent of each Holder of the Convertible Securities of each series 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 installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in the Indenture or applicable indenture supplemental thereto, to convert or exchange such Holder’s Convertible Security 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 Convertible Securities of the relevant series 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, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or (iv) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders 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 Convertible Security affected thereby.

It is also provided in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in [Section 7.01(a)(i)(1) or (2) or Section 7.01(b)(i)(1) or (2)] [Sections 7.02(a) or (b)] 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

I-6

outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible 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 default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

The Indenture provides that a series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 Convertible Securities, redemption of the Convertible Securities, conversion of the Convertible Securities, Events of Default with respect to the Convertible Securities, defeasance of the Convertible Securities and amendment of the Indenture, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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 tranche.

[The Company, for itself and its successors, and each Holder, by accepting the Convertible Securities of this series, agrees that the payment of the Principal of and interest on such Convertible Securities is subordinated, to the extent and in the manner provided in the Indenture, to the right of payment in full of all present and future Senior Indebtedness, and that the subordination provisions in the Indenture are for the benefit of the Holders of Senior Indebtedness.]

No reference herein to the Indenture and no provision of this Convertible Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Convertible Security in the manner, at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

The Convertible Securities are issuable initially only in registered form without coupons in denominations of [$2,000] and integral multiples of [$1,000] in excess thereof and are transferable and exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

[This Convertible Security will not be redeemable at the option of the Company prior to maturity.] [This Convertible Security is redeemable prior to maturity                   .] [This Convertible Security is redeemable prior to maturity at the option of the Holders                   .] [This Convertible Securityis entitled to the benefits of a mandatory sinking fund as follows:                       .]

I-7

Upon due presentment for registration of transfer of this Convertible Security at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Convertible Security or Convertible Securities of this series of authorized denominations for an equal aggregate principal amount and with the Guarantee endorsed thereonwill 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, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Convertible Security (whether or not this Convertible Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the Principal hereof and, subject to the provisions hereof, interest hereon, and for all other purposes, and none of the Company, the Guarantor or the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

The laws of England shall govern this Convertible Security and the Guarantee [, except that the provisions relating to the status and degree of subordination of this Convertible Security and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor].

[SUBORDINATED] GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), [subject to the prior payment in full of all its existing and future indebtedness

I-8

rankingsenior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture], hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security  when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) III Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Guarantor hereby agrees[, subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto,] to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case [subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and] according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee [is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor] [is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.]

[Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence

I-9

granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which[, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed, and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law[, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland].

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

I-10

By:

Name:

Title:

By:

Name:

Title:

I-11

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 Convertible Security and all rights thereunder, hereby irrevocably constituting and appointing                                                                                                                           attorney to transfer such Convertible Security on the books of the Issuer, 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 Convertible Security in every particular without alteration or enlargement or any change whatsoever.

I-12

EX-4.5

Exhibit 4.5

[FORM OF SENIOR OR SUBORDINATED GUARANTEED CONVERTIBLE SECURITY]

[FACE OF NOTE]

PRINCIPAL AMOUNT: $                      

CUSIP:                       

No.:

[Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible Security may not be transferred except as a whole by the Depositary to the 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.]

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

    % Convertible Security

Due            

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED, a Guernsey incorporated non-cellular company limited by shares (the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of                dollars on                               , in the coin or currency of the United States, and to pay interest, [semi-annually] on              and              of each year, commencing                     , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Convertible Security, from the            or the             , as the case may be, next preceding the date of this Convertible Security to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Convertible Security, or unless no interest has been paid or duly provided for on the Convertible Securities of this series, in which case from                     , until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or by wire transfer as provided in the Indenture.  Notwithstanding the foregoing, if the date hereof is after the     th day of            or              , as the case may be, and before the following            or             , this Convertible Security shall bear interest from such              or             ; provided, that if the Company shall default in the payment of interest due on such           

or           , then this Convertible Security shall bear interest from the next preceding            or           , to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on the Convertible Securities of this series, from                 .  The interest so payable on any          or          will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Convertible Security is registered at the close of business on the          or             , as the case may be, next preceding such            or             , whether or not such day is a Business Day.

Reference is made to the further provisions of this Convertible Security set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Convertible Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

2

IN WITNESS WHEREOF, CREDIT SUISSE GROUP (GUERNSEY) I LIMITED has caused this Convertible Security to be duly executed.

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

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

Dated:

HSBC BANK USA, N.A.,
as Trustee
By:
	Authorized Officer

3

REVERSE OF CONVERTIBLE SECURITY

CREDIT SUISSE GROUP (GUERNSEY) I LIMITED

    % Convertible Security

Due           

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

This Convertible Security is one of a duly authorized issue of [senior][subordinated] debt securities convertible into shares or American depositary shares of the Guarantor (as defined below) to be issued in one or more series (hereinafter called the “Convertible Securities”) all issued or to be issued under and pursuant to an indenture for senior or subordinated guaranteed exchangeable or convertible debt securities dated as of               ,          (herein called the “Indenture”), among the Company, Credit Suisse Group AG, as guarantor (the “Guarantor,” which term includes any successor guarantor under the Indenture) and HSBC Bank USA, N.A., as trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Convertible Securities, including the Guarantee endorsed hereon.  The Convertible Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different conversion provisions (if any)[, may be subject to different subordination provisions (if any)], may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.  This Convertible Security is one of a series designated as the       % Convertible Securities Due        of the Company, limited in initial aggregate principal amount to $                .

Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue Principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Convertible Security.  Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, if a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

[This Convertible Security is [convertible][exchangeable] for [ordinary shares] [American Depositary Shares] of the Guarantor under the following circumstances:                   ]

In case an Event of Default (as defined in the Indenture) with respect to the Convertible Securities of this series shall have occurred and be continuing, [the Principal hereof and] the interest accrued hereon, if any, may be declared, and upon such declaration shall

4

become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

As provided in the Indenture and any applicable indenture supplemental thereto, and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Convertible Security are guaranteed pursuant to the Guarantee endorsed hereon.

The Indenture contains provisions which provide that, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend the Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of the Indenture, the Guarantee or the Convertible Securities of such series; provided that, without the consent of each Holder of the Convertible Securities of each series 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 installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in the Indenture or applicable indenture supplemental thereto, to convert or exchange such Holder’s Convertible Security 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 Convertible Securities of the relevant series 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, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or (iv) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders 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 Convertible Security affected thereby.

It is also provided in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in [Section 7.01(a)(i)(1) or (2) or Section 7.01(b)(i)(1) or (2)] [Sections 7.02(a) or (b)] 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

5

outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible 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 default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

The Indenture provides that a series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 Convertible Securities, redemption of the Convertible Securities, conversion of the Convertible Securities, Events of Default with respect to the Convertible Securities, defeasance of the Convertible Securities and amendment of the Indenture, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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 tranche.

[The Company, for itself and its successors, and each Holder, by accepting the Convertible Securities of this series, agrees that the payment of the Principal of and interest on such Convertible Securities is subordinated, to the extent and in the manner provided in the Indenture, to the right of payment in full of all present and future Senior Indebtedness, and that the subordination provisions in the Indenture are for the benefit of the Holders of Senior Indebtedness.]

No reference herein to the Indenture and no provision of this Convertible Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Convertible Security in the manner, at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

The Convertible Securities are issuable initially only in registered form without coupons in denominations of [$2,000] and integral multiples of [$1,000] in excess thereof and are transferable and exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

[This Convertible Security will not be redeemable at the option of the Company prior to maturity.] [This Convertible Security is redeemable prior to maturity                   .] [This Convertible Security is redeemable prior to maturity at the option of the Holders                   .] [This Convertible Securityis entitled to the benefits of a mandatory sinking fund as follows:                       .]

6

Upon due presentment for registration of transfer of this Convertible Security at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Convertible Security or Convertible Securities of this series of authorized denominations for an equal aggregate principal amount and with the Guarantee endorsed thereonwill 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, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Convertible Security (whether or not this Convertible Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the Principal hereof and, subject to the provisions hereof, interest hereon, and for all other purposes, and none of the Company, the Guarantor or the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

The laws of England shall govern this Convertible Security and the Guarantee [, except that the provisions relating to the status and degree of subordination of this Convertible Security and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor].

[SUBORDINATED] GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), [subject to the prior payment in full of all its existing and future indebtedness

7

rankingsenior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture], hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) I Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Guarantor hereby agrees[, subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto,] to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according [subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and] to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee [is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor] [is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.]

[Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence

8

granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which[, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed, and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law[, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland].

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

9

By:

Name:

Title:

By:

Name:

Title:

10

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 Convertible Security and all rights thereunder, hereby irrevocably constituting and appointing                                                                                                                           attorney to transfer such Convertible Security on the books of the Issuer, 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 Convertible Security in every particular without alteration or enlargement or any change whatsoever.

11

EX-4.6

Exhibit 4.6

[FORM OF SENIOR OR SUBORDINATED GUARANTEED CONVERTIBLE SECURITY]

[FACE OF NOTE]

PRINCIPAL AMOUNT:  $                      
CUSIP:                       
No.:                          

[Unless and until it is exchanged in whole or in part for Convertible Securities in definitive registered form, this Convertible Security may not be transferred except as a whole by the Depositary to the 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.]

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

    % Convertible Security

Due              

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED, a Guernsey incorporated non-cellular company limited by shares (the “Company,” which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, at the office or agency of the Company in New York, New York, the principal sum of                dollars on                               , in the coin or currency of the United States, and to pay interest, [semi-annually] on              and              of each year, commencing                     , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Convertible Security, from the            or the             , as the case may be, next preceding the date of this Convertible Security to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Convertible Security, or unless no interest has been paid or duly provided for on the Convertible Securities of this series, in which case from                     , until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or by wire transfer as provided in the Indenture.  Notwithstanding the foregoing, if the date hereof is after the     th day of            or              , as the case may be, and before the following            or             , this Convertible Security shall bear interest from such              or             ; provided, that if the Company shall default in the payment of interest due on such            

or           , then this Convertible Security shall bear interest from the next preceding            or           , to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on the Convertible Securities of this series, from                 .  The interest so payable on any          or          will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Convertible Security is registered at the close of business on the          or             , as the case may be, next preceding such            or             , whether or not such day is a Business Day.

Reference is made to the further provisions of this Convertible Security set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Convertible Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

2

IN WITNESS WHEREOF, CREDIT SUISSE GROUP (GUERNSEY) III LIMITED has caused this Convertible Security to be duly executed.

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

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

Dated:
	HSBC BANK USA, N.A.,
	as Trustee
	By:
		Authorized Officer

3

REVERSE OF CONVERTIBLE SECURITY

CREDIT SUISSE GROUP (GUERNSEY) III LIMITED

    % Convertible Security

Due      

GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP AG

This Convertible Security is one of a duly authorized issue of [senior][subordinated] debt securities convertible into shares or American depositary shares of the Guarantor (as defined below) to be issued in one or more series (hereinafter called the “Convertible Securities”) all issued or to be issued under and pursuant to an indenture for senior or subordinated guaranteed exchangeable or convertible debt securities dated as of               ,          (herein called the “Indenture”), among the Company, Credit Suisse Group AG, as guarantor (the “Guarantor,” which term includes any successor guarantor under the Indenture) and HSBC Bank USA, N.A., as trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Convertible Securities, including the Guarantee endorsed hereon.  The Convertible Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different conversion provisions (if any)[, may be subject to different subordination provisions (if any)], may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.  This Convertible Security is one of a series designated as the       % Convertible Securities Due        of the Company, limited in initial aggregate principal amount to $                .

Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue Principal and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Convertible Security.  Unless otherwise specified in the Indenture or any applicable indenture supplemental thereto, if a payment date is not a Business Day as defined in the Indenture at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

[This Convertible Security is [convertible] [exchangeable] for [ordinary shares] [American Depositary Shares] of the Guarantor under the following circumstances:                          ]

In case an Event of Default (as defined in the Indenture) with respect to the Convertible Securities of this series shall have occurred and be continuing, [the Principal hereof and] the interest accrued hereon, if any, may be declared, and upon such declaration shall

4

become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

As provided in the Indenture and any applicable indenture supplemental thereto, and subject to certain limitations therein set forth, the obligations of the Company under the Indenture and this Convertible Security are guaranteed pursuant to the Guarantee endorsed hereon.

The Indenture contains provisions which provide that, without prior notice to any Holders, the Company, the Guarantor and the Trustee may amend the Indenture, the Guarantee and the Convertible Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Convertible 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 Convertible 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 and the Guarantor with any provision of the Indenture, the Guarantee or the Convertible Securities of such series; provided that, without the consent of each Holder of the Convertible Securities of each series 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 installment of interest on, such Holder’s Convertible Security, or reduce the Principal thereof or the rate of interest thereon, or adversely affect the rights of such Holder under any mandatory redemption, repurchase, exchange or conversion provision or any right of redemption or repurchase at the option of such Holder 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, as defined in the Indenture or applicable indenture supplemental thereto, to convert or exchange such Holder’s Convertible Security 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 Convertible Securities of the relevant series 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, Events of Default, other defaults or Covenant Enforcement Events and their consequences provided for in the Indenture; (iii) waive a Default in the payment of Principal of or interest on any Convertible Security of such Holder by the Company or the Guarantor pursuant to the terms of the Guarantee endorsed thereon; or (iv) modify any of the provisions of the Indenture governing supplemental indentures with the consent of Securityholders 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 Convertible Security affected thereby.

It is also provided in the Indenture that, subject to certain conditions, the Holders of at least a majority in principal of the outstanding Convertible Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default, Event of Default, any other default, or any Covenant Enforcement Event with respect to the Convertible Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Convertible Security as specified in [Section 7.01(a)(i)(1) or (2) or Section 7.01(b)(i)(1) or (2)] [Sections 7.02(a) or (b)] 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

5

outstanding Convertible Security affected.  Upon any such waiver, such Default or default shall cease to exist, and any Event of Default or Covenant Enforcement Event with respect to the Convertible 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 default or Event of Default or Covenant Enforcement Event or impair any right consequent thereto.

The Indenture provides that a series of Convertible Securities may include one or more tranches (each a “tranche”) of Convertible Securities, including Convertible Securities issued in a Periodic Offering.  The Convertible Securities of different tranches may have one or more different terms, but all the Convertible Securities within each such tranche shall have identical terms, provided that Convertible 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 Convertible Securities, redemption of the Convertible Securities, conversion of the Convertible Securities, Events of Default with respect to the Convertible Securities, defeasance of the Convertible Securities and amendment of the Indenture, if any series of Convertible Securities includes more than one tranche, all provisions of such sections applicable to any series of Convertible Securities shall be deemed equally applicable to each tranche of any series of Convertible 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 tranche.

[The Company, for itself and its successors, and each Holder, by accepting the Convertible Securities of this series, agrees that the payment of the Principal of and interest on such Convertible Securities is subordinated, to the extent and in the manner provided in the Indenture, to the right of payment in full of all present and future Senior Indebtedness, and that the subordination provisions in the Indenture are for the benefit of the Holders of Senior Indebtedness.]

No reference herein to the Indenture and no provision of this Convertible Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Convertible Security in the manner, at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

The Convertible Securities are issuable initially only in registered form without coupons in denominations of [$2,000] and integral multiples of [$1,000] in excess thereof and are transferable and exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

[This Convertible Security will not be redeemable at the option of the Company prior to maturity.] [This Convertible Security is redeemable prior to maturity                   .] [This Convertible Security is redeemable prior to maturity at the option of the Holders                   .] [This Convertible Securityis entitled to the benefits of a mandatory sinking fund as follows:                       .]

6

Upon due presentment for registration of transfer of this Convertible Security at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Convertible Security or Convertible Securities of this series of authorized denominations for an equal aggregate principal amount and with the Guarantee endorsed thereonwill 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, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Convertible Security (whether or not this Convertible Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the Principal hereof and, subject to the provisions hereof, interest hereon, and for all other purposes, and none of the Company, the Guarantor or the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any Convertible Security or any Coupons appertaining thereto, or in the Guarantee, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Company, of the Guarantor or of any successor, either directly or through the Company, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

The laws of England shall govern this Convertible Security and the Guarantee[, except that the provisions relating to the status and degree of subordination of this Convertible Security and the Guarantee are governed by, and shall be construed in accordance with, the laws of the Island of Guernsey, in the case of the Company, and the laws of Switzerland, in the case of the Guarantor].

[SUBORDINATED] GUARANTEE

OF

CREDIT SUISSE GROUP AG

For value received, Credit Suisse Group AG, a company organized under the laws of Switzerland, having its principal executive offices at Paradeplatz 8, CH-8001, Zurich, Switzerland (herein called the “Guarantor,” which term includes any Person who is a successor Guarantor under the Indenture referred to in the Convertible Security upon which this Guarantee is endorsed), [subject to the prior payment in full of all its existing and future indebtedness

7

rankingsenior to the indebtedness evidenced hereby and to the subordination provisions contained in Article 12 of the Indenture], hereby fully and unconditionally guarantees to the Holder of the Convertible Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder (i) the due and punctual payment of the Principal of and interest on (and any other sums from time to time expressed to be payable by the Company in respect of) such Convertible Security  when and as the same shall become due and payable, whether on the stated maturity, by declaration of acceleration, where applicable, call for redemption or otherwise and (ii) the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.  In case of the failure of Credit Suisse Group (Guernsey) III Limited, a Guernsey incorporated non-cellular company limited by shares (herein called the “Borrower,” which term includes any successor Person under such Indenture), to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Guarantor hereby agrees[, subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto,] to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Borrower and to deliver the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereof), if applicable, in each case according [subject to the subordination provisions contained in Article 12 of the Indenture and any indenture supplemental thereto and] to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

The indebtedness evidenced by this Guarantee [is ranked equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor] [is, to the extent provided in the Indenture and any indenture supplemental thereto, subordinate and junior in right of payment to the prior payment in full of all indebtedness ranking senior to the indebtedness evidenced hereby, and this Guarantee is issued subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto with respect thereto. The Holder of the Convertible Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes.  The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture and of any indenture supplemental thereto by each holder of indebtedness ranking senior to the indebtedness evidenced hereby, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.]

[Subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Convertible Security or such Indenture and of any indenture supplemental thereto, any failure to enforce the provisions of such Convertible Security or such Indenture and of any indenture supplemental thereto, or any waiver, modification or indulgence

8

granted to the Borrower with respect thereto, by the Holder of such Convertible Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or Guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal amount of such Convertible Security, or increase the interest rate thereon, or alter the stated maturity date thereof.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest or notice with respect to such Convertible Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Convertible Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of and interest on such Convertible Security. This Guarantee is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Convertible Security and the Trustee against the Borrower in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of and interest on all Convertible Securities of the same series issued under such Indenture and any indenture supplemental thereto shall have been paid in full.

No reference herein to such Indenture and to any indenture supplemental thereto and no provision of this Guarantee or of such Indenture or any indenture supplemental thereto shall alter or impair the guarantees of the Guarantor which[, subject to the subordination provisions of Article 12 of the Indenture and of any indenture supplemental thereto,] are absolute and unconditional, of the due and punctual payment of the Principal of and interest on the Convertible Security upon which this Guarantee is endorsed, and of the delivery of the Guarantor’s shares or American depositary shares (or any monetary claim in respect thereto), if applicable, in each case according to the terms thereof and of the Indenture and any indenture supplemental thereto referred to therein.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Convertible Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with English law[, except that the provisions relating to the status and degree of subordination of the Guarantee are governed by, and shall be construed in accordance with, the laws of Switzerland].

Executed and dated the date on the face hereof.

CREDIT SUISSE GROUP AG,

as the Guarantor

9

By:

Name:

Title:

By:

Name:

Title:

10

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 Convertible Security and all rights thereunder, hereby irrevocably constituting and appointing                                                                                                                           attorney to transfer such Convertible Security on the books of the Issuer, 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 Convertible Security in every particular without alteration or enlargement or any change whatsoever.

11

EX-5.1

Exhibit 5.1

Homburger AG

Weinbergstrasse 56 | 58

CH-8006 Zürich

Postfach 338 | CH-8035 Zürich

Telefon +41 43 222 10 00

Fax +41 43 222 15 00

lawyers@homburger.ch

Credit Suisse Group AG

Paradeplatz 8
P.O. Box
8070 Zurich
Switzerland

May 16, 2011 SCN

316938 | SCN |000014.docx

Credit Suisse Group AG — Registration Statement on Form F-3

Ladies and Gentlemen

We, Homburger AG, have acted as special Swiss counsel to Credit Suisse Group AG (CSG) in connection with the registration statement on Form F-3 of May 16, 2011 (excluding the Exhibits and the documents incorporated by reference therein, the Registration Statement) to be filed under the United States Securities Act of 1933, as amended (the Securities Act) with the U.S. Securities and Exchange Commission (the SEC) on or about May 16, 2011, relating to

·the issuance by Credit Suisse Group (Guernsey) I Limited (CSG Guernsey I) or Credit Suisse Group (Guernsey) III Limited (CSG Guernsey III), of senior or subordinated debt securities, convertible or exchangeable into ordinary shares of CSG (the Shares) or American depositary shares of CSG (the Convertible Securities), which, in the case of Convertible Securities issued by CSG Guernsey, will be fully and unconditionally guaranteed by CSG;

·the issuance by CSG, acting through its head office or any of its branches (the CSG Branches) of senior or subordinated guarantees of Convertible Securities in conjunction with the issuance and sale of the Convertible Securities issued by CSG Guernsey (the Guarantees, and together with the Convertible Securities, the Securities); and

·the issuance by CSG of Shares or American depositary shares of CSG.

As such counsel, we have been requested to give our opinion as to certain legal matters relating to the Registration Statement, the Guarantees, the Shares and the Base Indentures (as defined below).

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in relevant Base Indenture.

I.Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law or established case law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents or any other matter.

For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

For purposes of this opinion, we have only examined originals or copies of the following documents (collectively, the Documents):

(i)an electronic copy of the executed Registration Statement;

(ii)an electronic copy of the executed base indenture dated May 16, 2011 (the Base Indenture 1) among CSG Guernsey I, CSG and HSBC Bank USA, N.A. as Trustee;

(iii)an electronic copy of the executed base indenture dated May 16, 2011 (the Base Indenture 2, and together with the Base Indenture 1, the Base Indentures) among CSG Guernsey III, CSG and HSBC Bank USA, N.A. as Trustee;

(iv)a certified excerpt for CSG from the commercial register of the Canton of Zurich, Switzerland dated May 9, 2011 (the Excerpt);

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(v)a copy of the articles of association of CSG dated April 29, 2011 (the Articles);

(vi)an electronic copy of the Organizational Guidelines and Regulations of CSG dated December 8, 2010 (the Regulations);

(vii)an electronic copy of the Credit Suisse Directive on Funding Authority in its version of December 17, 2008 (the Directive);

(viii)an electronic copy of a Certificate of the CFO of CSG dated May 16, 2011 (the CFO Certificate); and

(ix)an electronic copy of a power of attorney issued by the CFO and the Treasurer of CSG dated May 16, 2011 (the PoA).

No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.

II.Assumptions

In rendering the opinion below, we have assumed the following:

(a)all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;

(b)all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, in the manner and by the individuals purported to have executed or certified, as the case may be, such documents;

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(c)except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate;

(d)(i) each CSG Branch has the requisite power and authority under the laws of the jurisdiction in which such CSG Branch is domiciled to act as provided in the relevant documents, and (ii) each CSG Branch has complied and will comply with all internal guidelines with respect to the issuance of the Securities;

(e)each Base Indenture is within the capacity and power of, has been duly authorized, executed and delivered by, and is binding on, all parties thereto other than CSG;

(f)the parties to each Base Indenture (other than CSG) are duly incorporated and organized and validly existing under the laws of their respective jurisdiction of incorporation or formation;

(g)to the extent relevant for purposes of this opinion all parties to each Base Indenture have performed and will perform all obligations by which they are respectively bound under such Base Indenture, and all parties to each Base Indenture are in compliance with all matters of validity and enforceability under any law other than, in the case of CSG, the laws of Switzerland;

(h)save for the provisions of Articles 11 and 12 of each Base Indenture relating to the status and subordination of the Convertible Securities and the Guarantee, which, as set forth in Article 14.13 of each Base Indenture, are expressed to be governed by the laws of Guernsey in the case of CSG Guernsey I and CSG Guernsey III, respectively, and the laws of Switzerland in the case of CSG, each Base Indenture is and will be valid, binding and enforceable under English law, which is the law by which it is expressed to be governed, and the choice of English law and of the exclusive jurisdiction of the English courts provided in each Base Indenture is valid under the laws of England;

(i)the provision of Article 11 of each Base Indenture, as far as it relates to the status and subordination of the Convertible Securities of CSG Guernsey I

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and CSG Guernsey III, respectively, is and will be valid, binding and enforceable under the laws of Guernsey, which are the laws by which it is expressed to be governed, and the choice of the laws of Guernsey with regard to the subordination provision of Article 11 of each Base Indenture relating to CSG Guernsey I and CSG Guernsey III, respectively is and will be valid under the laws of Guernsey;

(j)as far as any obligation under a Base Indenture and the Guarantees is required to be performed in, or by a party incorporated or organized under the laws of, any jurisdiction outside of Switzerland, its performance will not be illegal or unenforceable by virtue of the laws of such jurisdiction;

(k)except as expressly opined upon herein, all representations and warranties and confirmations set forth in each Base Indenture and the Securities are true and accurate;

(l)the Excerpt is correct, complete and up-to-date, and the Articles, the Regulations and the Directive are in full force and effect and have not been amended;

(m)the parties to each Base Indenture entered into such Base Indenture for bona fide commercial reasons and on arm’s length terms, and none of the directors or officers of any such party has or had a conflict of interest with such party in respect of the Documents that would preclude such director or officer from validly representing (or granting a power of attorney in respect of the Documents for) such party;

(n)the CFO Certificate and the PoA (i) have not been rescinded or amended, and (ii) are in full force and effect;

(o)the Base Indentures and the Registration Statement have not been amended, supplemented or terminated;

(p)except as expressly opined on herein, all relevant documents are or will be within the capacity and powers of, have been or will be validly authorized, executed and delivered by, and are and will be binding on, each party thereto; and

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(q)at no time will the aggregate nominal amount of securities issued pursuant to the Registration Statement exceed USD 3 billion in accordance with the CFO Memorandum (the Size Limitation); provided, however, that the aggregate nominal amount of securities issued pursuant to the Registration Statement may exceed the Size Limitation if at or prior to the issuance of any securities in excess of the Size Limitation, an increase in the Size Limitation greater than or equal to the amount by which such securities exceed the Size Limitation has been duly authorized in accordance with the then applicable mandatory Swiss law and the corporate rules and guidelines.

III.Opinion

Based on the foregoing assumptions and subject to the qualifications set out below, we are of the opinion that:

1.CSG is a corporation duly incorporated and validly existing under the laws of Switzerland.

2.CSG has the corporate power to, and all necessary corporate action has been taken to, execute, deliver and file the Registration Statement.

3.Each Base Indenture has been duly authorized, executed and delivered and as far as enforceability under Swiss law is concerned the obligations expressed to be assumed therein by CSG constitute valid and legally binding obligations of CSG, enforceable against CSG 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 principles of equity under Swiss law.

4.In the case of any Convertible Securities that are convertible into the Shares, when any such Share is issued and paid for pursuant to (i) the terms of such Convertible Securities, and (ii) the Articles and Swiss corporate law, such Share will be validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to CSG by the holders thereof by reason only of their being such holders).

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5.In the case of any Guarantee, when (i) the Registration Statement has become effective under the Securities Act, (ii) the indenture relating to such Guarantee has been duly authorized in accordance with all applicable constituent documents of CSG, executed and delivered by each party thereto, (iii) the terms of such Guarantee and the issuance of the Convertible Securities relating thereto have been duly established in conformity with the indenture so as not to violate Swiss law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over CSG, and (iv) the Convertible Securities relating thereto have been duly executed and authenticated in accordance with the relevant articles of incorporation and other constituent documents and issued and sold as contemplated in the Registration Statement, such Guarantee will constitute a valid and binding obligation of CSG, enforceable against CSG in accordance with its terms.

IV.Qualifications

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

(a)The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein.

(b)As used in Section III, the terms “enforceable” and “enforceability” mean that the relevant obligation or document is of a type enforced by the Swiss courts in accordance with, and subject to, the rules of procedure applicable in Switzerland. Enforceability of a Base Indenture or any of the Guarantees may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors and secured parties in general (including, without limitation, provisions relating to voidable preferences as set forth in Articles 285 et seq. of the Swiss Federal Debt Enforcement and Bankruptcy Act of April 11, 1889, as amended), laws or principles of general application (including, but not limited to, the abuse of rights (Rechtsmissbrauch) and the principle of good faith (Grundsatz von Treu und Glauben)), and public policy, as defined in Articles 17-19 of the Swiss

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Private International Law Act of December 18, 1987, as amended (the Private International Law Act).

Enforcement before the courts of Switzerland will in any event be subject to:

(i)the nature of the remedies available in the Swiss courts (and nothing in this opinion must be taken as indicating that specific performance (other than for the payment of a sum of money) or injunctive relief would be available as remedies for the enforcement of such obligations); and

(ii)the acceptance of such courts of jurisdiction and the power of such courts to stay proceedings if concurrent proceedings are being brought elsewhere.

(c)Claims may become barred under statutes of limitation or prescription, or may be or become subject to available defenses such as set-off, counterclaim, misrepresentation, material error, frustration, overreaching, duress or fraud. Further, limitations may apply with respect to any indemnification and contribution undertakings by CSG if a court considers any act of the indemnified person as wilful or negligent, and an obligation to pay an amount may be unenforceable if the amount is held to constitute an excessive penalty (such as exemplary or punitive damages).

(d)Swiss courts do not consider themselves bound by contractual severability provisions or provisions stating that an agreement may only be amended in writing.

(e)Under Swiss law, a notice sent but not actually received may be considered not to have been properly given, and a document required to be signed or to be made in writing may not constitute a valid document if only transmitted by fax, e-mail or similar telecommunication.

(f)Pursuant to Swiss law, any mandate, power of attorney or instruction provided to, or appointment of, an agent may be revoked at any time by the principal, notwithstanding such mandate, power of attorney, instruction or appointment being stated to be irrevocable.

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(g)Any provision in a Base Indenture to the effect that any of the rights and|or obligations of any party thereto shall be binding upon or inure to the benefit of its successors and assigns may not be binding on such successors and assigns without further consent and documentation.

(h)Any provision in a Base Indenture that constitutes, or purports to constitute, a restriction on the exercise of any statutory power by the shareholders of CSG may not be valid and enforceable.

(i)To the extent a Base Indenture or the terms of any Securities provide for the obligation of CSG to pay additional amounts to the extent withholding tax is imposed on any payments under such Base Indenture, the Securities or any other document or security, such obligations may - if the payments were classified by the Swiss federal tax administration as made by an entity resident or situated in Switzerland for Swiss taxation purposes - violate Article 14 of the Swiss Federal Withholding Tax Act of October 13, 1965 which stipulates that (i) Swiss withholdings tax (Verrechnungssteuer) to be withheld from any payment must be charged to the recipient of the payment, and (ii) contradictory agreements are null and void as to this issue.

(j)Article 1157 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht, OR) (the CO) provides that if bonds are issued directly or indirectly by a public subscription by an issuer domiciled or having a business establishment in Switzerland, the bondholders form a community of creditors by operation of law. The provisions on the community of creditors, notably on the powers and organization of bondholder meetings, are then subject to the provisions of the CO.

(k)Pursuant to Article 10 of the Private International Law Act and Article 31 of the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of October 30, 2007 (the Lugano Convention), Swiss courts may order preliminary measures even where they do not have jurisdiction over the substance of the matter.

(l)The enforceability in Switzerland of a foreign judgment rendered against CSG is subject to the limitations set forth in (x) the Lugano Convention, (y) such other international treaties under which Switzerland is bound, and (z)

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the Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

(i)in case of sub-clauses (y) and (z) above and, in certain exceptional cases, sub-clause (x) above, such foreign court had jurisdiction;

(ii)such judgment has become final and non-appealable, or, in the case of sub-clause (x) above, has become enforceable at an earlier stage;

(iii)the court procedures leading to such judgment followed the principles of due process of law, including proper service of process, subject to special provisions provided for by the Lugano Convention; and

(iv)such judgment on its merits does not violate Swiss law principles of public policy.

(m)Enforcement of a claim or court judgment under Swiss debt collection or bankruptcy proceedings may only be made in Swiss francs and any foreign currency amount must accordingly be converted into Swiss francs in accordance with the applicable rules.

(n)We express no opinion as to the accuracy or completeness of the information set out in the Registration Statement.

(o)We express no opinion on the admissibility or validity of, or the procedures relating to, the registration of the offering of any of the Securities with the SEC.

(p)We express no opinion as to any commercial, accounting, calculating, auditing or other non-legal matter. We express no opinion as to tax matters.

(q)Further, we express no opinion as to any provisions of the Trust Indenture Act expressed to be incorporated by reference in a Base Indenture or the conformity of a Base Indenture with the requirements of the Trust Indenture Act.

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(r)Where a party to a Base Indenture is vested with a discretion, Swiss law may require that such discretion is exercised on reasonable grounds. Moreover, a determination, calculation, statement or certificate as to any matter may be held by a Swiss court not to be final, conclusive or binding if such determination, calculation, statement or certification were shown to have an unreasonable, incorrect or arbitrary basis or not to have been given or made in good faith.

(s)Swiss courts interpret and construe an agreement in accordance with the principle of good faith (Vertragsauslegung nach Treu und Glauben) and, in doing so, may consider elements in addition to the wording of the relevant provisions of such agreement, including, without limitation, the circumstances under which such agreement was entered into and the real intention of the parties thereto as mutually understood or as to be understood in good faith.

(t)In making references to the terms of a Base Indenture, no opinion is expressed as to whether and to what extent these are sufficiently specified or leave room for interpretation which may, as the case may be, become a matter of the discretion of the courts.

*  *  *

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

This opinion may be relied upon by you in connection with the filing of the Securities. Without our prior written consent, this opinion may not be (i) used or relied upon by any other person, or (ii) used or relied upon by you except in relation to the issuance of the Securities.

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This opinion shall be governed by and construed in accordance with the laws of Switzerland. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be subject to the exclusive jurisdiction by the District Court of Zurich, Switzerland.

Sincerely yours,

HOMBURGER AG

/s/ Rene Bosch

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EX-5.2

Exhibit 5.2

Our Ref:	TC/VL/1005447/0056/G3579571v6
Credit Suisse Group (Guernsey) I Limited Credit Suisse Group (Guernsey) III Limited Both of: Helvetia Court South Esplanade St. Peter Port Guernsey GY1 3WF (the “Recipients”)
16 May 2011
Dear Sir
Credit Suisse Group (Guernsey) I Limited (“Guernsey I”)
Credit Suisse Group (Guernsey) III Limited (“Guernsey III” and together with Guernsey I, the “Companies”)

1.INTRODUCTION

1.1We refer to the registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), on Form F-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission by each of the Companies and Credit Suisse Group AG (as Guarantor) using a “shelf” registration process with respect to the issuance of Senior or Subordinated Guaranteed Exchangeable or Convertible Securities (the “Convertible Securities”) by each of the Companies.

1.2You have asked for our legal opinion on matters of Guernsey law in connection with the Registration Statement.

1.3Except as expressly referred to in this Opinion we have not seen or examined, and give no opinion on, any underlying or other documents referred to in the Registration Statement.

1.4We are lawyers qualified to practise law in and to advise on the laws of the Island of Guernsey and have acted as legal advisers to the Companies as to matters of Guernsey law.

2.INSPECTION

In addition to examining the Registration Statement, for the purpose of giving this opinion we have examined the following documents:

O F F I C E S:  G U E R N S E Y  •  J E R S E Y  •  L O N D O N

PARTNERS:  Christopher Anderson    •    Ian Beattie    •    Andrew Boyce Tom Carey • Russell Clark • Tim Corfield • Mark Dunster • Fiona Fleming Konrad Friedlaender •  John Greenfield  •  Graham Hall • Karen Le Cras Davey Le Marquand   •   Ben Morgan  •  Jason Morgan CONSULTANTS:  Nigel Carey  •  Michael Eades	PO Box 98	Telephone:	+44(0) 1481 727272
	Carey House	Facsimile:	+44(0) 1481 711052
	Les Banques	E-mail:	info@careyolsen.com
	St Peter Port	Website:	www.careyolsen.com
	Guernsey GY1 4BZ

2.1a copy of the certificate of incorporation of each of the Companies as filed at the registry of companies in Guernsey (the “Registry”);

2.2a copy of the Memorandum and Articles of Incorporation of each of the Companies as filed at the Registry on 28 January 2011(together the “Articles”);

2.3a copyof the minutes of the meeting of the board of directors of Guernsey I dated 28 March 2011 signed by the chairman of the meeting at which the directors of Guernsey I resolved to approve the issue of the Convertible Securities in principle and to authorise the filing of the Registration Statement on behalf of Guernsey I and its execution on behalf of Guernsey I (the “Guernsey I Minutes”);

2.4a copyof the minutes of the meeting of the board of directors of Guernsey III dated 27 April 2011 signed by the chairman of the meeting at which the directors of Guernsey III resolved to approve the issue of the Convertible Securities in principle and to authorise the filing of the Registration Statement on behalf of Guernsey III and its execution on behalf of Guernsey III (the “Guernsey III Minutes” and together with Guernsey I Minutes, the “Minutes”);

2.5a certificate of good standing for each of the Companies dated 16 May 2011;

2.6the public records of each of the Companies on file and available for the purposes of public inspection at the Registry on 16 May 2011 and a search of the computerised records of matters raised in the Royal Court of Guernsey (the “Royal Court” which definition shall include any court in the Island of Guernsey where the context so requires) available for inspection at the registry of the Royal Court in Guernsey (the “Greffe”) on 16 May 2011 (together the “Public Records”);

2.7a copy of the register of directors and secretaries of each of the Companies provided to us on 12 May 2011; and

2.8a certificate provided to us by a director of each of the Companies dated 16 May 2011 (the “Certificate”),

(the “Documents”).

3.ASSUMPTIONS

3.1For the purpose of this opinion, we have made and relied upon the assumptions set out below without making any investigation thereof:

3.1.1that all parties to the Registration Statement (other than the Companies) have the capacity,power and authority to enter into or file the Registration Statement and that such parties (other than the Companies)  will be duly authorised to execute and file the Registration Statement;

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3.1.2with regard to the execution of the Registration Statement by each of the Companies, we assume that the signature of each person purporting to have executed the Registration Statement on its behalf is the genuine signature of a person authorised for that purpose by the resolutions of the directors of each of the Companies set out in the Minutes;

3.1.3the conformity to the originals of all documents supplied to us as drafts, certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of such documents, and the authenticity and completeness of all documents supplied to us as originals;

3.1.4the genuineness of all signatures and seals on the documents and instruments submitted to us for the purposes of this opinion and where we have been provided with only signature pages of documents, that the original signed versions of such documents will not differ from the last version of the full documents provided to us;

3.1.5that there are no provisions of the laws of any jurisdiction outside the Island of Guernsey which would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside Guernsey may be relevant, such laws have been or will be complied with (including without limitation, the obtaining of all necessary consents, licences, registrations, approvals and filings);

3.1.6that the Registration Statement which is governed by the laws of a jurisdiction outside the Island of Guernsey will be valid, legally binding and enforceable in accordance with its terms under the law of that relevant jurisdiction by which the law of the Registration Statement is expressed or impliedly to be governed;

3.1.7that the information and documents disclosed by our searches of the Public Records referred to in paragraph 2.6 are accurate as at the date hereof and there is no information or document which had been delivered for registration, or which is required by the laws of Guernsey to be delivered for registration, or which has been passed or made but not yet delivered for registration, which was not included in the Public Records;

3.1.8that the Certificates are complete and accurate as at the date hereof and that the proceedings described in the Minutes remained quorate throughout and were duly conducted as so described and that the resolutions passed thereat were duly adopted, have not been revoked, superseded or varied and remain in full force and effect as confirmed by the Certificates and the continuing accuracy and completeness of all statements as to matters of fact contained in the Documents as at the date hereof;

3.1.9that there are no documents or information which we have not been provided with which could affect the accuracy of this opinion;

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3.1.10that the directors of each of the Companies have acted prudently for the commercial benefit of each of the Companies and in good faith for the purposes of carrying on its business on arm’s length commercial terms, and further that they have disclosed all personal interests in the transactions contemplated in the Registration Statement in accordance with the requirements of the Companies (Guernsey) law, 2008 (as amended) (the “Companies Law”) and the respective Articles;

3.1.11that where a director of the Companies has executed the Registration Statement that director was at the time of execution eligible to act as such for the purposes of the Companies Law;

3.1.12that, except as may be disclosed in our searches of the Public Records as at the date of this Opinion and subject to paragraphs 5.19 and 5.21, each of the Companies is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due as a result of it entering into the Registration Statement;

3.1.13that there has not been, nor does there continue to be a reason not disclosed in our searches of the Public Records as at the date of this Opinion for each of the Companies to be struck off the register of companies at the Registry;

3.1.14that in respect of the transactions contemplated by, referred to in, provided for or effected by, the Registration Statement, each of the parties thereto entered into the same in good faith for the purpose of carrying on its business on arm’s length commercial terms;

3.1.15that all consents, exemptions, licences, registrations, approvals or authorisations of any person required in relation to the transaction contemplated or entered into under or pursuant to the Registration Statement, the execution and filing of the Registration Statement and the performance and observance of the terms thereof by the parties thereto (other than such consents, exemptions, licences, registrations, approvals or authorisations required of each of the Companies under the laws and regulations of the Island of Guernsey) have been obtained and are in full force and effect at the date of this Opinion;

3.1.16that the powers of each of the Companies and the powers and authority of each of the Companies’ directors have not been restricted in any way other than as set out in their respective Articles or resolution of each of the Companies’ directors set out in the Minutes;

3.1.17that each of the parties to the Registration Statement (other than the Companies) is duly incorporated and organised, validly existing and in good standing under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business;

3.1.18the representations and warranties given by any of the parties to the Registration Statementcontained in the Registration Statement are or will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all respects and that such

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representations and warranties were at all relevant times, true and correct (save to the extent that such representations and warranties reflect any opinion in paragraph 4 of this Opinion); and

3.1.19that words and phrases used in the Registration Statement have the same meanings and effect as they would have if those documents were governed by Guernsey law.

3.2We have not independently verified these assumptions.

4.OPINIONS

On the basis of and subject to the assumptions and the observations contained in paragraph 3 (Assumptions) and qualifications contained in paragraph 4.1 (Qualifications) below and subject to matters not disclosed (whether directly or indirectly) to us we are of the following opinion:

4.1Each of the Companies is a non-cellular company limited by shares duly incorporated and validly existing in good standing under the laws of the Island of Guernsey.

4.2Each of the Companies has full corporate power, authority and legal right to execute the Registration Statement and all necessary corporate and other action has been taken to authorise the same.

4.3The filing of the Registration Statement with the Securities and Exchange Commission has been duly authorised by each of the Companies and would be lawful under the laws of the Island of Guernsey.

4.4The issuance by each of the Companies of the Convertible Securities contemplated by the Registration Statement would be lawful under the laws of the Island of Guernsey.

4.5Subject to:

4.5.1the Registration Statement becoming effective under the Securities Act;

4.5.2each of the Companies duly authorising the issue of the Convertible Securities;

4.5.3all documentation required for the issue of the Convertible Securities and their registration in the respective register of holders; and

4.5.4all of the steps outlined above complying with the law of the Island of Guernsey,

the Convertible Securities, when issued by each of the Companies, will be validly issued and will constitute valid and legally binding obligations of each of the Companies, enforceable against the Companies and in accordance with their terms.

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5.QUALIFICATIONS

The observations and qualifications referred to above are as follows:

5.1The term “enforceable” and cognate expressions as used in paragraph 4 (Opinions) means that the relevant obligations are of a type which the Royal Court customarily enforces; this opinion is not to be taken to imply that any obligation would necessarily be capable of enforcement or be enforced in all circumstances in accordance with its terms. In particular, but without limitation:

5.1.1enforcement may be limited by bankruptcy, administration, désastre, saisie, insolvency, liquidation, dissolution, re-organisation and other laws of general application relating to, or affecting the rights of, creditors;

5.1.2the Royal Court does not generally recognise equitable remedies, for example, specific performance is not available in Guernsey and other equitable remedies are not necessarily available or where available are discretionary and may not be available where damages are considered to be an adequate remedy;

5.1.3claims may be or become barred under the laws relating to the prescription and limitation of actions or may become subject to the general doctrine of estoppel or waiver in relation to representations, acts or omissions of any relevant party or may become subject to defences of set-off or counterclaim;

5.1.4the Royal Court will not enforce provisions of the Registration Statement to the extent that the same may be illegal or contrary to public policy in Guernsey or if obligations are to be performed in a jurisdiction outside Guernsey to the extent that such performance would be illegal or invalid, or contrary to the exchange control regulations under the laws of, or contrary to public policy, in that jurisdiction;

5.1.5the enforcement of the obligations of the parties to the Registration Statement may be limited by the provisions of Guernsey law applicable to agreements or contracts held to have been frustrated by events happening after the relevant agreement or contract was entered into; and

5.1.6enforcement of obligations may be invalidated by reason of fraud, duress or misrepresentation.

5.2Enforcement may be limited to the extent that matters which it has been expressly assumed herein will be done have not been done.

5.3We express no opinion on whether or not any transaction under the Registration Statement constitutes a transaction at an undervalue or a preference under the Companies Law.

5.4Transactions may be set aside where they are determined to be a preference over other creditors in

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the event of insolvency of a company.  The liquidator of a company may apply to the Royal Court for an order in respect of a company if the relevant company has given a preference six months (or in the case of a connected party two years) prior to either an application for compulsory winding up of the relevant company or the date of the passing by the company of a special resolution to voluntarily wind up the company.  In order for the Royal Court to make an order it must be of the opinion that the company may at the time of giving the preference or as a result of giving the preference be unable to pay its debts.  A preference is given to a person if that person is one of the company’s creditors or is a surety or guarantor for any of the company’s debts or other liabilities and the company does anything, or permits anything to be done which improves the person’s position in the company’s liquidation.

5.5The question of whether or not any provision of the Registration Statement which may be invalid on account of illegality or otherwise may be severed from the other provisions thereof would be determined by the Royal Court in its discretion.

5.6A provision that a calculation, determination or certificate will be conclusive and binding will not apply to a calculation, determination or certificate which is given unreasonably, arbitrarily or without good faith or which is fraudulent or manifestly inaccurate and will not necessarily prevent judicial enquiry into the merits of any claim.

5.7Any provision of the Registration Statement purporting to provide for certain payments to be made in the event of a breach of any term of the Registration Statement would not be enforceable to the extent that the Royal Court was to construe it to be a penalty which was excessive; for example, provisions for default interest to be paid on overdue amounts may amount to such an excessive penalty under the laws of the Island of Guernsey and such interest may therefore not be recoverable.

5.8Where any party to the Registration Statement is vested with a discretion or may determine a matter in its opinion, the Royal Court may require that such a discretion be exercised reasonably or that such an opinion be based on reasonable grounds.

5.9The effectiveness of any provision exculpating any party from a liability or duty otherwise owed may be limited by law and confidentiality obligations may be overridden by the requirements of legal process of other applicable laws or regulations.

5.10The Royal Court may refuse to:

5.10.1give effect to any provision of an agreement it considers usurious; or

5.10.2allow unjust enrichment.

5.11Due to the lack of reciprocal enforcement legislation between the Island of Guernsey and the United States, there is doubt as to enforceability in the Island of Guernsey in original actions or in actions for enforcement of judgments of United States courts, of liabilities based solely on the federal securities

7

laws of the United States.

5.12The Royal Court may decline to accept jurisdiction in an action where it determines that there is another more appropriate forum in another jurisdiction or that a court of competent jurisdiction has already made a determination of the relevant matter or where there is litigation pending in respect thereof in another jurisdiction or it may stay proceedings if concurrent proceedings are instituted elsewhere.

5.13We express no opinion as to whether the entering into the agreements constituted by the Registration Statement will or may result in any breach of or otherwise infringe any other agreement, deed or document (other than the Articles) entered into by or binding on the Companies.

5.14Failure to exercise a right may operate as a waiver of that right notwithstanding a provision to the contrary.

5.15We express no opinion on the accuracy or completeness of any statements, representations or warranties of fact set out in the Registration Statement and or/the Documents, which statements, representations and warranties we have not independently verified save insofar as an express opinion is given herein in respect thereof.

5.16This opinion shall be governed by and construed in accordance with the laws of the Island of Guernsey as it exists at the date hereof with no obligation to keep the terms of the opinion under review.  We have not made any investigation as to any other law other than the laws of the Island of Guernsey in force at and as interpreted at the date of this opinion; in particular we express no opinion as to whether the Registration Statement is enforceable in any jurisdiction outside Guernsey.

5.17Wedo not give any opinion on the commerciality of any transaction contemplated or entered into under or pursuant to the Registration Statement.

5.18The Royal Court may refuse to give effect to any of the undertakings to pay costs made by the Companies under the Registration Statement and may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before the Royal Court.

5.19The search of the Public Records referred to in paragraph 2.6 above is not conclusively capable of revealing whether or not:

5.19.1a winding up order has been made or a resolution passed for the winding up of the Companies; or

5.19.2an order has been made or a resolution passed appointing a liquidator or administrator or other person to control the assets of the Companies,

as notice of these matters might not be filed with the Registry or the Greffe immediately or at all and,

8

when filed, might not be entered on the Public Records of the Companies immediately.  A company search conducted in Guernsey is limited in respect of the information it produces.  Full details regarding aggregate shareholdings of a company are only given as at 31 December in the preceding year.  The Companies Law allows for various periods of time to file certain information with the Registry including resolutions, notices and court orders which if the relevant period is still running may not appear in time for the search.  Any changes to the details of the directors of a company must be filed within 14 days of that change.  There is no requirement to file at the Registry information regarding the secretary of a company or regarding mortgages, security interests or charges created by a company other than in respect of real property situate in Guernsey.  Moreover, a company search carried out in Guernsey is unlikely to reveal any information as to any such procedure initiated in any other jurisdiction.

5.20There is no procedural provision under the laws of the Island of Guernsey to enable the Royal Court to appoint a receiver of assets situate within the jurisdiction other than upon the application for an administrator, liquidator or provisional liquidator, or receiver in the case of a protected cell company or incorporated cell company, to be appointed nor is there any facility whereby a floating charge or debenture would be capable of being enforced against the assets of the Companies situated in the Bailiwick of Guernsey.

5.21There is no official register of pending actions in Guernsey available for public inspection and no formal procedure for determining whether any proceedings have been commenced against the Companies including as to whether proceedings have commenced to declare the property of the Companies “en désastre”; the enquiry of the Public Records referred to in paragraph 2.6 of this Opinion above is an informal enquiry only and cannot be relied upon exclusively.

6.ADDRESSEES

We hereby consent to the use of our name in the Registration Statement under the heading “Legal Matters” and, subject to prior notification to us and our written consent any supplements to the Registration Statement. We also consent to the use of this opinion as an exhibit to the Registration Statement by the Companies or the Guarantor.

Yours faithfully

/s/ Carey Olsen

Carey Olsen

9

EX-5.3

Exhibit 5.3

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

DX Box Number 10 CDE

To:Credit Suisse Group (Guernsey) I Limited
Helvetia Court
South Esplanade
St. Peter Port
Guernsey GYI 3WF
Channel Islands

Credit Suisse Group (Guernsey) III Limited
Helvetia Court
South Esplanade
St. Peter Port
Guernsey GYI 3WF
Channel Islands

and

Credit Suisse Group AG
Paradeplatz 8
CH-8070 Zurich
Switzerland

	16 May 2011
Our Ref	CJXW/JAF-188638

Dear Sirs

Establishment of the Credit Suisse Group (Guernsey) I Limited, Credit Suisse Group (Guernsey) III Limited and Credit Suisse Group AG shelf registration statement filed with the United States Securities and Exchange Commission (“SEC”) on 16 May 2011 (the “Shelf”)

1We have acted as English legal advisers to Credit Suisse Group (Guernsey) I Limited (“Issuer I”), Credit Suisse Group (Guernsey) III Limited (“Issuer III”) and Credit Suisse Group AG (the “Guarantor”) in connection with the establishment on 16 May 2011 of the Shelf and have taken instructions solely from Issuer I, Issuer III and the Guarantor.

2This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by, and construed in accordance with, English law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, the laws of the Island of Guernsey, the laws of Switzerland, the federal laws of the United States of America and the laws of the State of New York) other than the laws of England as currently applied by the English courts.

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

3For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.

4We have assumed that:

4.1all relevant documents are within the capacity and powers of, and (other than the Convertible Securities) have been validly authorised by, each party;

4.2each issue of Issuer I Convertible Securities will be validly authorised by Issuer I and the Guarantor and each issue of Issuer III Convertible Securities will be validly authorised by Issuer III and the Guarantor;

4.3all relevant documents have been or (in the case of the Convertible Securities) will be validly executed and delivered by the relevant party; and

4.4the Additional Terms will be clear and unambiguous and will contain all provisions necessary to render the terms and conditions of the Issuer I Convertible Securities or Issuer III Convertible Securities (as the case may be) to which they relate unambiguous and there will be no provision in the Additional Terms which, either when taken by themselves or in the context of an issue of Issuer I Convertible Securities or Issuer III Convertible Securities (as the case may be), will be contrary to any law or public policy of England or which for any other reason would not be enforceable or upheld by the Courts of England.

5References in this opinion to:

5.1the “Issuer I Convertible Securities” are to the Issuer I Convertible Securities which may be issued under the Shelf;

5.2the “Issuer III Convertible Securities” are to the Issuer III Convertible Securities which may be issued under the Shelf;

5.3the “Convertible Securities” are to the Issuer I Convertible Securities and the Issuer III Convertible Securities; and

5.4“Additional Terms” are to the terms and conditions of any Convertible Securities which supplement and/or replace those set out in Indenture I (as defined in the Schedule to this opinion) (as amended) or Indenture III (as defined in the Schedule to this opinion) (as amended).

6Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 8 below and to any matters not disclosed to us, we are of the opinion that:

6.1Indenture I constitutes, and when the Issuer I Convertible Securities are executed in accordance with Indenture I, the Issuer I Convertible Securities and the related guarantees of the Guarantor endorsed thereon will constitute legal, valid, binding and enforceable obligations of Issuer I and/or the Guarantor; and

6.2Indenture III constitutes, and when the Issuer III Convertible Securities are executed in accordance with Indenture III, the Issuer III Convertible Securities and the related guarantees of the Guarantor endorsed thereon will constitute legal, valid, binding and enforceable obligations of Issuer III and/or the Guarantor.

7The term “enforceable” as used above means that the obligations assumed by the relevant party under the relevant document are of a type which the English courts enforce. It does not mean that

2

those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

7.1Enforcement may be limited by (a) bankruptcy, insolvency and liquidation law, (b) laws relating to reorganisation and (c) laws of general application relating to or affecting the rights of creditors.

7.2Enforcement may be limited by general principles of equity - for example, equitable remedies may not be available where damages are considered to be an adequate remedy.

7.3Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim.

7.4If the performance of the payment obligations of Issuer I, Issuer III or the Guarantor under any Convertible Securities (or under the Indentures in respect of such Convertible Securities) in respect of which the subscription moneys, interest and principal are not all payable in the same currency is contrary to the exchange control regulations of any country in whose currency such amounts are payable, those obligations may be unenforceable in England by reason of Section 2(b) of Article VIII of the International Monetary Fund Agreement and the Bretton Woods Agreements Order in Council 1946.

8This opinion is subject to the following:

8.1It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement of Issuer I, Issuer III and the Guarantor filed with the SEC on 16 May 2011 (the “Registration Statement”), or that no material facts have been omitted from it.

8.2We express no opinion as to compliance or otherwise with the limitation on the maximum aggregate nominal amount of the Convertible Securities which may be issued under the Shelf.

8.3We express no opinion as to the provisions of Article 11 of Indenture I and the provisions of Article 11 of Indenture III which are expressed to be governed by and construed in accordance with the laws of the Island of Guernsey, the provisions of Article 12 of Indenture I and the provisions of Article 12 of Indenture III which are expressed to be governed and construed in accordance with the laws of Switzerland and all provisions of the United States Trust Indenture Act which are included or deemed to be included in the Indentures.

8.4To the extent it relates to United Kingdom stamp duties, any undertaking or indemnity given by Issuer I, Issuer III or the Guarantor may be void under Section 117 of the Stamp Act 1891.

8.5A certificate, determination, notification, minute or opinion might be held by the English courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary.

8.6An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.

8.7The effectiveness of provisions relating to the choice of law to govern non-contractual obligations will be subject, where applicable, to Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations (the “Rome II Regulation”). The effectiveness of such provisions in situations where the Rome II Regulation does not apply is uncertain.

3

8.8Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.

8.9An English court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before an English court or where the court has itself made an order for costs.

9This opinion is given on the basis that there will be no amendment to or termination or replacement of the documents and opinions referred to in the Schedule to this opinion and on the basis of English law in force as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion.

10This opinion is addressed to you solely for your benefit in connection with the establishment of the Shelf. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent.

11We hereby consent to the filing of this opinion as an exhibit to, and the reference to us made under the heading “Legal Matters” in, the Registration Statement. In giving this consent we do not admit that we are within the category of persons whose consent is required within section 7 of the Securities Act or the rules and regulations of SEC thereunder.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

4

SCHEDULE

1Senior or Subordinated Guaranteed Convertible Securities Indenture filed with SEC on 16 May 2011 as an exhibit to the Registration Statementbetween Issuer I, the Guarantor and HSBC Bank USA, N.A. relating to the Shelf (“Indenture I”).

2Senior or Subordinated Guaranteed Convertible Securities Indenture filed with SEC on 16 May 2011 as an exhibit to the Registration Statement between Issuer III, the Guarantor and HSBC Bank USA, N.A. relating to the Shelf (“Indenture III” and, together with Indenture I, the “Indentures”).

3Copies of the opinions dated 16 May 2011 of Homburger AG, Swiss Counsel to the Issuer and the Guarantor, and Carey Olsen, Guernsey Counsel to the Issuer.

5

EX-12.1

Exhibit 12.1

Ratio of earnings to fixed charges — Credit Suisse Group

in	1Q 2011	2010		2009		2008		2007		2006
Ratio of earnings to fixed charges (CHF million)
Income/(loss) from continuing operations before taxes, noncontrolling interests, extraordinary items and cumulative effect of accounting changes	1,966	7,487		8,077		(14,902	)	13,740		14,319
Income from equity method investments	3	(164	)	(56	)	82		(196	)	(124	)
Pre-tax earnings/(loss) from continuing operations	1,969	7,323		8,021		(14,820	)	13,544		14,195
Fixed charges:
Interest expense	3,699	18,992		18,397		39,403		54,108		43,699
Interest portion of rentals’	139	601		590		574		584		569
Preferred dividend requirements	0	162		131		60		0		0
Total fixed charges	3,838	19,755		19,118		40,037		54,692		44,268
Pre-tax earnings before fixed charges	5,807	27,078		27,139		25,217		68,236		58,463
Noncontrolling interests	362	822		(313	)	(2,619	)	4,738		3,630
Earnings before fixed charges and provision for income taxes	5,445	26,256		27,452		27,836		63,498		54,833
Ratio of earnings to fixed charges	1.42	1.33		1.44		0.70	(2)	1.16		1.24

(1) Amounts reflect a portion of premises and real estate expenses deemed representative of the interest factor.

(2) The deficiency in the coverage of fixed charges by earnings before fixed charges was CHF 12,201 million for the year ended December 31, 2008.

EX-15.1

Exhibit 15.1

KPMG AG
Audit Financial Services
Badenerstrasse 172	P.O. Box	Telephone +41 44 249 31 31
CH-8004 Zurich	CH-8026 Zurich	Fax +41 44 249 23 19
		Internet www.kpmg.ch

Zurich, May 16, 2011

Credit Suisse Group AG

Zurich, Switzerland

Re: Registration Statement on Form F-3

With respect to the subject registration statement on Form F-3, we acknowledge our awareness of the incorporation by reference therein of our report dated May 10, 2011 related to our review of interim financial information of Credit Suisse Group AG as of March 31, 2011 and 2010 and for the three-month periods ended March 31, 2011 and 2010.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

KPMG AG

/s/ Marc Ufer	/s/ Simon Ryder
Marc Ufer	Simon Ryder
Partner	Partner

KPMG AG/SA, a Swiss corporation, is a subsidiary of KPMG Holding AG/SA, which is a subsidiary of KPMG Europe LLP and a member of the KPMG network of independent firms affiliated with KPMG International, a Swiss cooperative. Member of the Swiss Institute of Certified Accountants and Tax Consultants

EX-23.4

Exhibit 23.4

KPMG AG
Audit Financial Services
Badenerstrasse 172	P.O. Box	Telephone +41 44 249 31 31
CH-8004 Zurich	CH-8026 Zurich	Fax +41 44 249 23 19
		Internet www.kpmg.ch

Consent of the Independent Registered Public Accounting Firm

Board of Directors

Credit Suisse Group AG

We consent to the use of our reports dated March 24, 2011 with respect to the consolidated balance sheets of Credit Suisse Group AG and its subsidiaries (the “Group”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in equity, comprehensive income and cash flows, and notes for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 20-F of the Group, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus

Our reports contain an explanatory paragraph that states that the Group changed its method of accounting for variable interest entities in 2010 due to the adoption of ASU 2009-17.

KPMG AG

/s/ Marc Ufer	/s/ Simon Ryder
Marc Ufer	Simon Ryder
Licensed Audit Expert	Licensed Audit Expert
Auditor in Charge

Zurich, Switzerland

May 16, 2011

KPMG AG/SA, a Swiss corporation, is a subsidiary of KPMG Holding AG/SA, which is a subsidiary of KPMG Europe LLP and a member of the KPMG network of independent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss legal entity. Member of the Swiss Institute of Certified Accountants and Tax Consultants

EX-25.1

Exhibit 25.1

CONFORMED COPY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) o

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A	20-1177241
(Jurisdiction of incorporation	(I.R.S. Employer
or organization if not a U.S.	Identification No.)
national bank)

1800 Tyson’s Boulevard, Ste 50
McLean, VA	22102
(Address of principal executive offices)	(Zip Code)

Kevin T. O’Brien, SVP

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1311

(Name, address and telephone number of agent for service)

Credit Suisse Group (Guernsey) I Limited

(Exact name of obligor as specified in its charter)

Island of Guernsey	98-0691265
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Helvetia Court
South Esplanade
St. Peter Port
Guernsey GYI 3WF, Channel Islands
(Address of principal executive offices)	(Zip Code)

Credit Suisse Group AG

(Exact name of obligor as specified in its charter)

Canton of Zurich, Switzerland	98-0215385
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Paradeplatz 8
CH - 8001 Zurich, Switzerland
(Address of principal executive offices)	(Zip Code)

Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities
of Credit Suisse Group (Guernsey) I Limited
and
Senior or Subordinated Guarantees of Credit Suisse Group AG of the
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities
of Credit Suisse Group (Guernsey) I Limited

(Title of Indenture Securities)

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a)  Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15.Not Applicable

2

Item 16. List of Exhibits

Exhibit
T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association.
T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee (December 31, 2010), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

(1)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 12th day of May, 2011.

HSBC BANK USA, NATIONAL
ASSOCIATION
By:	/s/ Ignazio Tamburello
	Ignazio Tamburello
	Vice President

4

Exhibit T1A (vii)

					Board of Governors of the Federal Reserve System
					OMB Number: 7100-0036
					Federal Deposit Insurance Corporation
					OMB Number: 3064-0052
					Office of the Comptroller of the Currency
					OMB Number: 1557-0081
Federal Financial Institutions Examination Council					Expires March 31, 2011
					Please refer to page i,
					Table of Contents, for
					the required disclosure		1
					of estimated burden.
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices—FFIEC 031
Report at the close of business December 31, 2010				(20040630)
				(RCRI  9999)
This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).			This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.			The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
I,	John T. McGinnis, CFO
	Name and Title of Officer Authorized to Sign Report
Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.			/s/ Irene Dorney
			Director (Trustee)
	/s/ John T. McGinnis
Signature of Officer Authorized to Sign Report			/s/ Niall Booker
			Director (Trustee)
2/4/2011
Date of Signature			/s/ Richard Jalkut
			Director (Trustee)
Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:			For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
(a)in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or  computer diskette; or			To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.
b)in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.
FDIC Certificate Number		5  7  8  9  0
		(RCRI  9030)
http://WWW.BANKING.US.HSBC.COM			HSBC Bank USA, NATIONAL ASSOCIATION
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)			Legal Title of Bank (TEXT 9010)
(Example:  www.examplebank.com)			McLean
			City (TEXT 9130)
			VA			22102
			State Abbrev. (TEXT 9200)			ZIP Code (TEXT 9220)

5

Board of Governors of the Federal  Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

REPORT OF CONDITION

Consolidated domestic subsidiaries

HSBC Bank USA, National Association of Buffalo
Name of Bank	City

in the state of New York, at the close of business  December 31, 2010

		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin		1,575.906
b. Interest-bearing balances		8,050,902
Held-to-maturity securities		3,150,805
Available-for-sale securities		45,253,445
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices		0
b. Securities purchased under agreements to resell		8,236,283
Loans and lease financing receivables:
Loans and leases held for sale		2,389,629
Loans and leases net of unearned income	72,155,190
LESS: Allowance for loan and lease losses	2,168,893
Loans and lease, net of unearned income, allowance, and reserve		69,986,297
Trading assets		32,051,158
Premises and fixed assets		548,850
Other real estate owned		140,742
Investments in unconsolidated subsidiaries		22,929
Customers’ liability to this bank on acceptances outstanding		18,114
Intangible assets: Goodwill		2,035,445
Intangible assets: Other intangible assets		423,616
Other assets		7,234,342
Total assets		181,118,463
LIABILITIES
Deposits:
In domestic offices		95,880,782
Non-interest-bearing	23,073,004
Interest-bearing	72,807,778
In foreign offices		32,724,538
Non-interest-bearing	1,263,415
Interest-bearing	31,461,123
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices		77,750
b. Securities sold under agreements to repurchase		7,317,249
Trading Liabilities		10,284,920
Other borrowed money		7,465,261
Bank’s liability on acceptances		NA
Subordinated notes and debentures		6,127,859
Other liabilities		3,636,803
Total liabilities		163,515,162
Minority Interests in consolidated Subsidiaries		N/A
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common Stock		2,001
Surplus		15,845,975
Retained earnings		1,909,524
Accumulated other comprehensive income		154,569
Other equity capital components		0
Total equity capital		17,603,301
Total liabilities, minority interests and equity capital		181,118,463

EX-25.2

Exhibit 25.2

CONFORMED COPY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) o

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A	20-1177241
(Jurisdiction of incorporation	(I.R.S. Employer
or organization if not a U.S.	Identification No.)
national bank)
1800 Tyson’s Boulevard, Ste 50
McLean, VA	22102
(Address of principal executive offices)	(Zip Code)

Kevin T. O’Brien, SVP

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1311

(Name, address and telephone number of agent for service)

Credit Suisse Group (Guernsey) III Limited

(Exact name of obligor as specified in its charter)

Island of Guernsey	98-0702123
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
Helvetia Court
South Esplanade
St. Peter Port
Guernsey GYI 3WF, Channel Islands
(Address of principal executive offices)	(Zip Code)

Credit Suisse Group AG

(Exact name of obligor as specified in its charter)

Canton of Zurich, Switzerland	98-0215385
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
Paradeplatz 8
CH - 8001 Zurich, Switzerland
(Address of principal executive offices)	(Zip Code)

Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities
of Credit Suisse Group (Guernsey) III Limited
and
Senior or Subordinated Guarantees of Credit Suisse Group AG of the
Senior or Subordinated Guaranteed Exchangeable or Convertible Debt Securities
of Credit Suisse Group (Guernsey) III Limited

(Title of Indenture Securities)

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a)  Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15.Not Applicable

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Item 16. List of Exhibits

Exhibit
T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association.
T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee (December 31, 2010), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

(1)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 12th day of May, 2011.

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Ignazio Tamburello
	Ignazio Tamburello
	Vice President

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Exhibit T1A (vii)

	Board of Governors of the Federal Reserve System
	OMB Number: 7100-0036
	Federal Deposit Insurance Corporation
	OMB Number: 3064-0052
	Office of the Comptroller of the Currency
	OMB Number: 1557-0081
Federal Financial Institutions Examination Council	Expires March 31, 2011
	Please refer to page i,
	Table of Contents, for
	the required disclosure	1
	of estimated burden.

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031

Report at the close of business December 31, 2010	(20040630)
	(RCRI  9999)

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).			This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.			The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ Irene Dorney
I,	John T. McGinnis, CFO
	Name and Title of Officer Authorized to Sign Report
Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.
			Director (Trustee)
/s/ John T. McGinnis			/s/ Niall Booker
Signature of Officer Authorized to Sign Report			Director (Trustee)
			/s/ Richard Jalkut
2/4/2011			Director (Trustee)
Date of Signature
Submission of Reports Each Bank must prepare its Reports of Condition and Income either: (a)in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or b)in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.			For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.
FDIC Certificate Number		5   7   8   9   0
		(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM			HSBC Bank USA, NATIONAL ASSOCIATION
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)			Legal Title of Bank (TEXT 9010)
(Example:  www.examplebank.com)			McLean
			City (TEXT 9130)
			VA	22102
			State Abbrev. (TEXT 9200)	ZIP Code (TEXT 9220)

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Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

REPORT OF CONDITION

Consolidated domestic subsidiaries
HSBC Bank USA, National Association of Buffalo
Name of Bank	City

in the state of New York, at the close of business December 31, 2010

		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin		1,575.906
b. Interest-bearing balances		8,050,902
Held-to-maturity securities		3,150,805
Available-for-sale securities		45,253,445
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices		0
b. Securities purchased under agreements to resell		8,236,283
Loans and lease financing receivables:
Loans and leases held for sale		2,389,629
Loans and leases net of unearned income	72,155,190
LESS: Allowance for loan and lease losses	2,168,893
Loans and lease, net of unearned income, allowance, and reserve		69,986,297
Trading assets		32,051,158
Premises and fixed assets		548,850
Other real estate owned		140,742
Investments in unconsolidated subsidiaries		22,929
Customers’ liability to this bank on acceptances outstanding		18,114
Intangible assets: Goodwill		2,035,445
Intangible assets: Other intangible assets		423,616
Other assets		7,234,342
Total assets		181,118,463
LIABILITIES
Deposits:
In domestic offices		95,880,782
Non-interest-bearing	23,073,004
Interest-bearing	72,807,778
In foreign offices		32,724,538
Non-interest-bearing	1,263,415
Interest-bearing	31,461,123
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices		77,750
b. Securities sold under agreements to repurchase		7,317,249
Trading Liabilities		10,284,920
Other borrowed money		7,465,261
Bank’s liability on acceptances		NA
Subordinated notes and debentures		6,127,859
Other liabilities		3,636,803
Total liabilities		163,515,162
Minority Interests in consolidated Subsidiaries		N/A
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common Stock		2,001
Surplus		15,845,975
Retained earnings		1,909,524
Accumulated other comprehensive income		154,569
Other equity capital components		0
Total equity capital		17,603,301
Total liabilities, minority interests and equity capital		181,118,463