Pricing Supplement No. J32 To the Underlying supplement dated December 31, 2008, Product Supplement dated September 9, 2008, Prospectus Supplement dated March 24, 2008 and Prospectus dated March 29, 2007 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-132936-14 March 19, 2009

Credit Suisse

Structured Investments Credit Suisse $8,945,000 Semi-Annual Review Notes due April 8, 2011 Linked to the S&P 500® Index

General

• The notes are designed for investors who seek early exit prior to maturity at a premium if, on any one of the four semi-annual Review Dates, the S&P 500® Index is at or above the Call Level applicable to that Review Date. If the notes are not automatically called, investors are protected against a decline of up to 10% in the Index as of the final Review Date but will lose some or all of their investment if the Index has declined by more than 10% from the Initial Index Level. Investors in the notes must be willing to accept this risk of loss of investment, and be willing to forgo interest and dividend payments, in exchange for the opportunity to receive a premium payment if the notes are called.

• The first Review Date, and therefore the earliest date on which a call may be initiated, is September 21, 2009†.  

• Senior unsecured obligations of Credit Suisse, acting through its Nassau Branch, maturing April 8, 2011†.  

• Minimum purchase of $20,000. Minimum denominations of $1,000 and integral multiples in excess thereof.

• The notes priced on March 19, 2009 (the “Pricing Date”) and are expected to settle on March 24, 2009.  Delivery of the notes in book-entry form only will be made through The Depository Trust Company.

Key Terms

Issuer:	Credit Suisse, acting through its Nassau Branch (Standard & Poor’s A+, Moody’s Aa1)††
Index:	The S&P 500® Index (the “Index”).  For more information on the Index, see “The S&P 500® Index” in the accompanying underlying supplement.
Automatic Call:	If the Index closing level on any Review Date is greater than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will vary depending on the applicable Review Date and call premium.
Call Level:	On September 21, 2009 the Call Level equals 627.23.  On April 5, 2010 the Call Level equals 705.64.  On October 5, 2010 the Call Level equals 744.84.  On April 5, 2011 the Call Level equals 784.04.
Payment if Called:	For every $1,000 principal amount of notes, you will receive one payment of $1,000 plus the product of $1,000 and the applicable call premium, calculated as follows:

• $1,000 + ($1,000 x 5.80%) if called on the first Review Date

• $1,000 + ($1,000 x 11.60%) if called on the second Review Date

• $1,000 + ($1,000 x 17.40%) if called on the third Review Date

• $1,000 + ($1,000 x 23.20%) if called on the final Review Date

Payment at Maturity:	If the notes are not called you will receive $1,000 per $1,000 principal amount of notes that you hold at maturity if, as of the final Review Date, the Final Index Level has declined by 10% or less from the Initial Index Level. If, as of the final Review Date, the Final Index Level has declined by more than 10% from the Initial Index Level, you will lose 1.1111% of the principal amount of your notes for every 1% that the Index declines below 10% of the Initial Index Level and your payment per $1,000 principal amount of notes will be calculated as follows: $1,000 + [$1,000 x (Index Return + 10%) x 1.1111] If the notes are not called and the Index Return reflects a decline of the Index by more than 10%, you will lose some or all of your investment at maturity.
Index Return:	The performance of the Index from the Initial Index Level to the Final Index Level calculated as follows:
	Final Index Level – Initial Index Level Initial Index Level
	If the notes have not been called, the Index Return will be negative.
Buffer Amount:	10%
Initial Index Level:	784.04
Final Index Level:	The closing level of the Index on the final Review Date.
Review Dates†:	September 21, 2009 (first Review Date), April 5, 2010 (second Review Date), October 5, 2010 (third Review Date) and April 5, 2011 (final Review Date)
Maturity Date†:	April 8, 2011
Listing:	The notes will not be listed on any securities exchange.
CUSIP:	22546EGJ7

†  Subject to postponement in the event of a market disruption event as described in the accompanying product supplement under “Description of the Notes—Market disruption events.”

††  A credit rating is not a recommendation to buy, sell, or hold the notes, and may be subject to revision or withdrawal at any time by the assigning rating agency.  Each credit rating should be evaluated independently of any other credit rating.  Any rating assigned to notes issued by Credit Suisse does not enhance, affect or address the likely performance of the notes other than the ability of the Issuer to meet its obligations.

Investing in the notes involves a number of risks.  See “Selected Risk Considerations” beginning on page 3 of this pricing supplement and “Risk Factors” beginning on page IS-2 of the accompanying underlying supplement and page PS-3 of the accompanying product supplement.

Credit Suisse has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates.  You should read the prospectus in that registration statement and the other documents relating to this offering that Credit Suisse has filed with the SEC for more complete information about Credit Suisse and this offering.  You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Credit Suisse or any agent or any dealer participating in this offering will arrange to send you this pricing supplement, the underlying supplement, product supplement, prospectus supplement and prospectus, if you so request by calling 1-800-221-1037.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying underlying supplement, the product supplement, the prospectus supplement and the prospectus.  Any representation to the contrary is a criminal offense.

	Price to Public(1)	Fees(2)	Proceeds to Issuer
Per note	$1,000.00	$15.00	$985.00
Total	$8,945,000.00	$114,255.00	$8,810,825.00

(1) Certain fiduciary accounts will pay a purchase price of $985.00 per note, and the placement agents with respect to sales made to such accounts will forgo any fees.

(2) J.P. Morgan Securities Inc., which we refer to as JPMSI, and JPMorgan Chase Bank, N.A. will act as placement agents for the notes.  The placement agents will forego fees for sales to fiduciary accounts.  The total fees represent the amount that the placement agents received from accounts other than such fiduciary accounts. 

The notes are not deposit liabilities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland or any other jurisdiction.  The notes are not guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.

CALCULATION OF REGISTRATION FEE 

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee
Notes	$8,945,000.00	$499.13

JPMorgan

Placement Agent

March 19, 2009

Additional Terms Specific to the Notes

You should read this pricing supplement together with the underlying supplement dated December 31, 2008, the product supplement dated September 9, 2008, the prospectus supplement dated March 24, 2008 and the prospectus dated March 29, 2007, relating to our Medium-Term Notes of which these notes are a part.  You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

• Underlying supplement dated December 31, 2008:

http://www.sec.gov/Archives/edgar/data/1053092/000104746908013486/a2189891z424b2.htm

• Product supplement dated September 9, 2008:

http://www.sec.gov/Archives/edgar/data/1053092/000104746908009931/a2187833z424b2.htm

• Prospectus supplement dated March 24, 2008:

http://www.sec.gov/Archives/edgar/data/1053092/000104746908003313/a2184026z424b2.htm

• Prospectus dated March 29, 2007:

http://www.sec.gov/Archives/edgar/data/1053092/000104746908007941/a2186710z424b2.htm

Our Central Index Key, or CIK, on the SEC website is 1053092.  As used in this pricing supplement, the “Company,” “we,” “us,” or “our” refers to Credit Suisse.

This pricing supplement, together with the documents listed above, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.  You should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the accompanying underlying supplement and product supplement, as the notes involve risks not associated with conventional debt securities.  You should consult your investment, legal, tax, accounting and other advisers before deciding to invest in the notes.

1

Hypothetical Examples of Amounts Payable upon Automatic Call or Redemption at Maturity

The following table illustrates the hypothetical simple total return (i.e., not compounded) on the notes that could be realized on the applicable Review Date for a range of movements in the Index, assuming an Initial Index Level of 770, as shown under the column “Index Level at Review Date.”  The table and examples below are based on the following additional assumptions:

• The call premiums used to calculate the call price applicable to the first, second, third and final Review Dates are 5.80%, 11.60%, 17.40% and 23.20%, respectively, regardless of the appreciation of the Index, which may be significant;

• The Call Level for the first Review Date, second Review Date, third Review Date and final Review Date are equal to 80% x the Initial Index Level, 90% x the Initial Index Level, 95% x the Initial Index Level and the Initial Index Level, respectively; and

• Payment on any Review Date assumes that each Index closing level on all earlier Review Dates was not greater than or equal to the Review Date’s applicable Call Level.

There will be only one payment on the notes, whether automatically called or redeemed at maturity. An entry of “N/A” indicates that the notes would not be called on the applicable Review Date and no payment would be made for such date. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes.

Index Level at Review Date	Index Level Appreciation/ Depreciation at Review Date	Total Return at First Review Date	Total Return at Second Review Date	Total Return at Third Review Date	Total Return at Final Review Date
1386.00	80.00%	5.80%	11.60%	17.40%	23.20%
1309.00	70.00%	5.80%	11.60%	17.40%	23.20%
1232.00	60.00%	5.80%	11.60%	17.40%	23.20%
1155.00	50.00%	5.80%	11.60%	17.40%	23.20%
1078.00	40.00%	5.80%	11.60%	17.40%	23.20%
1001.00	30.00%	5.80%	11.60%	17.40%	23.20%
924.00	20.00%	5.80%	11.60%	17.40%	23.20%
847.00	10.00%	5.80%	11.60%	17.40%	23.20%
770.00	0.00%	5.80%	11.60%	17.40%	23.20%
731.50	-5.00%	5.80%	11.60%	17.40%	0.00%
693.00	-10.00%	5.80%	11.60%	N/A	0.00%
654.50	-15.00%	5.80%	N/A	N/A	-5.56%
616.00	-20.00%	5.80%	N/A	N/A	-11.11%
539.00	-30.00%	N/A	N/A	N/A	-22.22%
462.00	-40.00%	N/A	N/A	N/A	-33.33%
385.00	-50.00%	N/A	N/A	N/A	-44.44%
308.00	-60.00%	N/A	N/A	N/A	-55.56%
231.00	-70.00%	N/A	N/A	N/A	-66.67%
154.00	-80.00%	N/A	N/A	N/A	-77.78%
77.00	-90.00%	N/A	N/A	N/A	-88.89%
0.00	-100.00%	N/A	N/A	N/A	-100.00%

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The level of the Index increases from the Initial Index Level of 770 to an Index closing level of 847 on the first Review Date. Because the Index closing level on the first Review Date is greater than the Call Level, the notes are automatically called, and the investor receives a single payment of $1,058.00 per $1,000 principal amount of notes.  There will be no further payments on the notes.

Example 2: The level of the Index decreases from the Initial Index Level of 770 to an Index closing level of 731.50 on the first Review Date.  Because the Index closing level on the first Review Date is greater than the Call Level, the notes are automatically called, and the investor receives a single payment of $1,058.00 per $1,000 principal amount of notes.  There will be no further payments on the notes.

2

Example 3: The level of the Index decreases from the Initial Index Level of 770 to an Index closing level of 539 on the first Review Date, 654.50 on the second Review Date, 693 on the third Review Date and 770 on the final Review Date. Because (a) the Index closing levels on the first Review Date, second Review Date, and third Review Date were less than their applicable Call Levels, and (b) because the Index closing level on the final Review Date was equal to its applicable Call Level, the notes are called on the final Review Date, and the investor receives a single payment of $1,232.00 per $1,000 principal amount of notes.

Example 4: The level of the Index decreases from the Initial Index Level of 770 to an Index closing level of 539 on the first Review Date, 654.50 on the second Review Date, 693 on the third Review Date and 731.50 on the final Review Date. Because (a) the Index closing levels on first Review Date, second Review Date, third Review Date and final Review Date were each less than their applicable Call Levels, the notes are not called, and (b) the Final Index Level has not declined by more than 10% from the Initial Index Level, the Payment at Maturity is $1,000 per $1,000 principal amount of notes.

Example 5: The level of the Index decreases from the Initial Index Level of 770to an Index closing level of 539 on the first Review Date, 654.50 on the second Review Date, 693 on the third Review Date and 616 on the final Review Date.  Because (a) the Index closing levels on first Review Date, second Review Date, third Review Date and final Review Date were each less than their applicable Call Levels, the notes are not called, and (b) the Final Index Level has declined by more than 10% from the Initial Index Level, the investor will receive a payment that is less than $1,000 for each $1,000 principal amount of notes calculated as follows:

$1,000 + [$1,000 x (-20% + 10%) x 1.1111] = $888.89

Selected Purchase Considerations

• STEP-UP APPRECIATION POTENTIAL — If the Index closing level is greater than or equal to the Call Level on a Review Date, your investment will yield a payment per note of $1,000 plus: (i) 5.80% x $1,000 if called on the first Review Date; (ii) 11.60% x $1,000 if called on the second Review Date; (iii) 17.40% x $1,000 if called on the third Review Date or (iv) 23.20%x $1,000 if called on the final Review Date.  Because the notes are our senior unsecured obligations, the payment of any amount, whether due to an automatic call or a Payment at Maturity, is subject to our ability to pay our obligations as they become due.

• POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF THE AUTOMATIC CALL FEATURE — While the original term of the notes is just over two years, the notes will be called before maturity if the Index closing level is at or above the applicable Call Level on any Review Date and you will be entitled to the applicable payment corresponding to that Review Date as set forth on the cover of this pricing supplement.

• LIMITED PROTECTION AGAINST LOSS — If the notes are not called and the Final Index Level declines by 10% or less from the Initial Index Level, you will be entitled to receive the full principal amount of your notes at maturity. If the Final Index Level has declined by more than 10% from the Initial Index Level, for every 1% that the Index has declined by more than 10% from the Initial Index Level, you will lose an amount equal to 1.1111% of the principal amount of your notes.

• CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS — Please refer to ‘‘Certain United States Federal Income Tax Considerations’’ in this pricing supplement for a discussion of certain U.S. federal income tax considerations for making an investment in the notes.

Selected Risk Considerations

An investment in the notes involves significant risks.  Investing in the notes is not equivalent to investing directly in the Index or any of the component stocks of the Index.  These risks are explained in more detail in the “Risk Factors” section of the accompanying underlying supplement and product supplement.

• YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT — If the notes are not called and the Final Index Level has declined by more than 10% from the Initial Index Level, you will lose 1.1111% of your principal amount for every 1% decline in the Final Index Level from the Initial Index Level below the 10% Buffer Amount. Unlike ordinary debt securities, the notes do not pay interest and do not guarantee any return of the principal amount at maturity.

3

• LIMITED RETURN ON THE NOTES — Your potential gain on the notes will be limited to the call premium applicable for a Review Date, as set forth on the cover of this pricing supplement, regardless of the appreciation in the Index, which may be significantly greater than the applicable call premium.  Because the Index closing level at various times during the term of the notes could be higher than the Index closing levels on the Review Dates and at maturity, you may receive a lower payment if the notes are automatically called or redeemed at maturity, as the case may be, than you would if you had invested directly in the Index.

• CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY – While the payment on any Review Date or at maturity described in this pricing supplement is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission and the cost of hedging our obligations under the notes through one or more of our affiliates.  As a result, the price, if any, at which Credit Suisse (or its affiliates), will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price, and any sale of the notes prior to the Maturity Date could result in a substantial loss to you.  The notes are not designed to be short-term trading instruments.  Accordingly, you should be able and willing to hold the notes to maturity.

• NO DIVIDEND PAYMENTS OR VOTING RIGHTS – As a holder of the notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of stocks comprising the Index would have.

• LACK OF LIQUIDITY – The notes will not be listed on any securities exchange.  Credit Suisse (or its affiliates) intends to offer to purchase the notes in the secondary market but is not required to do so.  Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily.  Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the notes.

• POTENTIAL CONFLICTS – We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes.  In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes.

• MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES – In addition to the level of the Index on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

o the expected volatility of the Index;

o the time to maturity of the notes;

o the dividend rate on the stocks underlying the Index;

o interest and yield rates in the market generally;

o geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that may affect stocks underlying the Index or stock markets generally and which may affect the level of the Index; and

o our creditworthiness, including actual or anticipated downgrades to our credit ratings.

Some or all of these factors may influence the price that you will receive if you choose to sell your notes prior to maturity.  The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors.

4

Use of Proceeds and Hedging

We intend to use the proceeds of this offering for our general corporate purposes, which may include the refinancing of existing debt outside Switzerland.  Some or all of the proceeds we receive from the sale of the notes may be used in connection with hedging our obligations under the notes through one or more of our affiliates.  Such hedging or trading activities on or prior to the Pricing Date and during the term of the notes (including on the Review Dates) could adversely affect the value of the Index and, as a result, could decrease the possibility of your notes being automatically called or the amount you may receive on the notes at maturity.  For more information, please refer to “Use of Proceeds and Hedging” in the accompanying product supplement.

Historical Information

The following graph sets forth the historical performance of the S&P 500® Index based on the closing levels of the Index from January 1, 2004 through March 19, 2009.  The closing level of the Index on March 19, 2009 was 784.04.  We obtained the closing levels below from Bloomberg, without independent verification.  We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg.

The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on any Review Date.  We cannot give you assurance that the performance of the Index will result in any return of your investment.

For further information on the S&P 500® Index, see “The S&P 500® Index” in the accompanying underlying supplement.

5

Certain United States Federal Income Tax Considerations

The following discussion summarizes certain U.S. federal income tax consequences of owning and disposing of securities that may be relevant to holders of securities that acquire their securities from us as part of the original issuance of the securities. This discussion applies only to holders that hold their securities as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Further, this discussion does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your individual circumstances or if you are subject to special rules, such as if you are:

• a financial institution,

• a mutual fund,

• a tax-exempt organization,

• a grantor trust,

• certain U.S. expatriates,

• an insurance company,

• a dealer or trader in securities or foreign currencies,

• a person (including traders in securities) using a mark-to-market method of accounting,

• a person who holds securities as a hedge or as part of a straddle with another position, constructive sale, conversion transaction or other integrated transaction, or

• an entity that is treated as a partnership for U.S. federal income tax purposes.

The discussion is based upon the Code, law, regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and foreign laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been or will be sought as to the U.S. federal income tax consequences of the ownership and disposition of securities, and the following discussion is not binding on the IRS.

You should consult your tax advisor as to the specific tax consequences to you of owning and disposing of securities, including the application of federal, state, local and foreign income and other tax laws based on your particular facts and circumstances.

IRS CIRCULAR 230 REQUIRES THAT WE INFORM YOU THAT ANY TAX STATEMENT HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN WAS WRITTEN TO SUPPORT THE MARKETING OR PROMOTION OF THE TRANSACTION(S) OR MATTER(S) TO WHICH THE STATEMENT RELATES. A PROSPECTIVE INVESTOR (INCLUDING A TAX-EXEMPT INVESTOR) IN THE SECURITIES SHOULD CONSULT ITS OWN TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

6

Characterization of the Securities

There are no regulations, published rulings, or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of your securities. Thus, the characterization of the securities is not certain. Our special tax counsel, Orrick, Herrington & Sutcliffe LLP, has advised that the securities should be treated, for U.S. federal income tax purposes, as a prepaid forward contract, with respect to the Index that is eligible for open transaction treatment. In the absence of an administrative or judicial ruling to the contrary, we and, by acceptance of the securities, you, agree to treat your securities for all tax purposes in accordance with such characterization. In light of the fact that we agree to treat the securities as a prepaid forward contract, the balance of this discussion assumes that the securities will be so treated.

You should be aware that the characterization of the securities as described above is not certain, nor is it binding on the IRS or the courts. Thus, it is possible that the IRS would seek to characterize your securities in a manner that results in tax consequences to you that are different from those described above. For example, the IRS might assert that the securities constitute “contingent payment debt instruments” that are subject to special tax rules governing the recognition of income over the term of your securities. If the securities were to be treated as contingent debt, you would be required to include in income on an economic accrual basis over the term of the securities an amount of interest that is based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to your securities, or the comparable yield. The amount of interest that you would be required to include in income on a current basis would not be matched by cash distributions to you since the securities do not provide for any cash payments during their term. You would recognize gain or loss upon the sale, redemption or maturity of your securities in an amount equal to the difference, if any, between the amount you receive at such time and your adjusted basis in your securities. In general, your adjusted basis in your securities would be equal to the amount you paid for your securities, increased by the amount of interest you previously accrued with respect to your securities. Any gain you recognized upon the sale, redemption, or maturity of your securities would be ordinary income and any loss to the extent of interest you included in income in the current or previous taxable years in respect of your securities would be ordinary loss, and thereafter would be capital loss. It is also possible that the IRS would seek to characterize your securities as options, and thus as Code section 1256 contracts in the event that they are listed on a securities exchange. In such case, the securities would be marked-to-market at the end of the year and 40% of any gain or loss would be treated as short-term capital gain or loss, and the remaining 60% of any gain or loss would be treated as long-term capital gain or loss. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the securities for U.S. federal income tax or other tax purposes.

You should consult your tax adviser as to the tax consequences of such characterization and any possible alternative characterizations of your securities for U.S. federal income tax purposes.

U.S. Holders

For purposes of this discussion, the term “U.S. Holder,” for U.S. federal income tax purposes, means a beneficial owner of securities that is (1) a citizen or resident of the United States, (2) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust, if

(a)           a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds securities, the U.S. federal income tax treatment of such partnership and a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership, or a partner of a partnership, holding securities, you should consult your tax adviser regarding the tax consequences to you from the partnership’s purchase, ownership and disposition of the securities.

7

In accordance with the agreed-upon tax treatment described above, upon receipt of the redemption amount of the securities from us, a U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received from us and the U.S. Holder’s tax basis in the security at that time. For securities with a term of more than one year, such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the security for more than one year at maturity. For securities with a term of one year or less, such gain or loss will be short-term capital gain or loss.

Upon the sale or other taxable disposition of a security, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the sale or other taxable disposition and the U.S. Holder’s tax basis in the security (generally its cost). For securities with a term of more than one year, such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the security for more than one year at the time of disposition. For securities with a term of one year or less, such gain or loss will be short-term capital gain or loss.

Non-U.S. Holders Generally

In the case of a holder of the securities that is not a U.S. Holder and has no connection with the United States other than holding its securities (a “Non-U.S. Holder”), payments made with respect to the securities will not be subject to U.S. withholding tax, provided that such Non-U.S. Holder complies with applicable certification requirements. Any gain realized upon the sale or other disposition of the securities by a Non-U.S. Holder will generally not be subject to U.S. federal income tax unless (i) such gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder or (ii) in the case of an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met.

Non-U.S. Holders that are subject to U.S. federal income taxation on a net income basis with respect to their investment in the securities should refer to the discussion above relating to U.S. Holders.

U.S. Federal Estate Tax Treatment of Non-U.S. Holders

The securities may be subject to U.S. federal estate tax if an individual Non-U.S. Holder holds the securities at the time of his or her death. The gross estate of a Non-U.S. Holder domiciled outside the United States includes only property situated in the United States. Individual Non-U.S. Holders should consult their tax advisers regarding the U.S. federal estate tax consequences of holding the securities at death.

IRS Notice on Certain Financial Transactions

On December 7, 2007, the IRS and the Treasury Department issued Notice 2008-2, in which they stated they are considering issuing new regulations or other guidance on whether holders of an instrument such as the securities should be required to accrue income during the term of the instrument. The IRS and Treasury Department also requested taxpayer comments on (1) the appropriate method for accruing income or expense (e.g., a mark-to-market methodology or a method resembling the noncontingent bond method), (2) whether income and gain on such an instrument should be ordinary or capital, and (3) whether foreign holders should be subject to withholding tax on any deemed income accrual.

Accordingly, it is possible that regulations or other guidance may be issued that require holders of the securities to recognize income in respect of the securities prior to receipt of any payments thereunder or sale thereof. Any regulations or other guidance that may be issued could result in income and gain (either at maturity or upon sale) in respect of the securities being treated as ordinary income. It is also possible that a Non-U.S. Holder of the securities could be subject to U.S. withholding tax in respect of the securities under such regulations or other guidance. It is not possible to determine whether such regulations or other guidance will apply to your securities (possibly on a retroactive basis). You are urged to consult your tax adviser regarding Notice 2008-2 and its possible impact on you.

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Possible Legislation on Prepaid Derivative Contracts

On December 19, 2007, Representative Richard Neal introduced a tax bill (the “Bill”) before the House Ways and Means Committee that would apply to “prepaid derivative contracts” acquired after the date of enactment of the Bill. The Bill, if enacted, would apply to certain derivative financial contracts with a term of more than one year, where there is no substantial likelihood that the taxpayer will be required to pay any additional amount thereunder, and would require the holder of such a contract to include as interest income each year in respect of such contract an amount determined by reference to the monthly U.S. federal short-term rate determined under Code section 1274(d). A holder’s tax basis in such contract would be increased by the amount so included. Any gain (either at maturity or upon sale) with respect to the contract would be treated as long-term capital gain if the contract is a capital asset in the hands of the holder and such holder has held the contract for more than one year. Any loss would be treated as ordinary loss to the extent of prior interest accruals.

While the Bill, if enacted, would not apply to the securities (due to its prospective effective date), it is not possible to predict whether any tax legislation that may ultimately be enacted will apply to your securities (possibly on a retroactive basis). You are urged to consult your tax adviser regarding the Bill and any future tax legislation that may apply to your securities.

Backup Withholding and Information Reporting

A holder of the securities (whether a U.S. Holder or a Non-U.S. Holder) may be subject to information reporting requirements and to backup withholding with respect to certain amounts paid to such holder unless it provides a correct taxpayer identification number, complies with certain certification procedures establishing that it is not a U.S. Holder or establishes proof of another applicable exemption, and otherwise complies with applicable requirements of the backup withholding rules.

Supplemental Plan of Distribution

Under the terms of distribution agreements with JPMSI and JPMorgan Chase Bank, N.A., each dated as of June 18, 2008, JPMSI and JPMorgan Chase Bank, N.A. will act as placement agents for the notes.  The placement agents will receive a fee from Credit Suisse or one of our affiliates that will not exceed $15.00 per $1,000 principal amount of notes and will forgo fees for sales to fiduciary accounts.  For more information, please refer to “Underwriting” in the accompanying product supplement.

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