Pricing Supplement No. J170

To the Product Supplement No. JPM-I dated March 25, 2009,

Prospectus Supplement dated March 25, 2009 and

Prospectus dated March 25, 2009

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-158199-10

February 11, 2011

Credit Suisse AG

Structured

Investments

Credit Suisse

$2,310,000

Capped Knock-Out Notes due August 16, 2011

Linked to the Performance of the Polish Zloty Relative to the U.S. Dollar

General

•

The notes are designed for investors who seek a capped return at maturity linked to the performance of the Polish zloty (the “Reference Currency”) relative to the U.S. dollar (the number of units of the Reference Currency per U.S. dollar). Investors should be willing to forgo interest payments and, if the Spot Rate of the Reference Currency is greater than the Initial Spot Rate by more than the Knock-Out Buffer Amount of 10.00%, on any day during the Monitoring Period, and the Final Spot Rate is greater than the Initial Spot Rate, be willing to lose up to 100% of their investment. Any payment at maturity is subject to our ability to pay our obligations as they become due.

•	Senior unsecured obligations of Credit Suisse AG, acting through its Nassau Branch, maturing August 16, 2011.†

•	Minimum purchase of $10,000. Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.

•	The notes priced on February 11, 2011 (the “Pricing Date”) and are expected to settle on February 16, 2011. Delivery of the notes in book-entry form only will be made through The Depository Trust Company.

Key Terms

Issuer:	Credit Suisse AG (“Credit Suisse”), acting through its Nassau Branch
Reference Currency:	The notes are linked to the performance of the Polish zloty (“PLN”) relative to the U.S. dollar (“USD”).
Payment at Maturity:	At maturity, you will be entitled to receive a cash payment that will reflect the performance of the Reference Currency, as follows:
	· If a Knock-Out Event has not occurred, your payment at maturity per $1,000 principal amount of notes will equal $1,000 plus the product of $1,000 and the Fixed Payment Percentage.
	If a Knock-Out Event has not occurred, your payment at maturity will be $1,087.50.
	· If a Knock-Out Event has occurred, your payment at maturity per $1,000 principal amount of notes will equal $1,000 plus the product of $1,000 and the lesser of (i) the Underlying Return and (ii) the Fixed Payment Percentage.
	If a Knock-Out Event has occurred, you will lose some or all of your investment at maturity if the Final Spot Rate is greater than the Initial Spot Rate.
	Any payment at maturity is subject to our ability to pay our obligations as they become due.
Knock-Out Event:	A Knock-Out Event occurs if, on any day during the Monitoring Period, the Spot Rate is greater than the Initial Spot Rate by more than the Knock-Out Buffer Amount.
Knock-Out Buffer Amount:	10.00%
Monitoring Period:	The period from but excluding the Pricing Date to and including the Valuation Date.
Underlying Return:	Initial Spot Rate – Final Spot Rate	; subject to a minimum of -1.0
	Initial Spot Rate
Fixed Payment Percentage:	8.75%
Initial Spot Rate:	2.88885
Final Spot Rate:	The Spot Rate on the Valuation Date.
Spot Rate:	On any day, the USD/PLN mid-Spot Rate at approximately 4:00 p.m. London time, expressed as the number of units of the Reference Currency per one U.S. dollar, for settlement in two business days, as determined by the calculation agent by reference to the exchange rate reported by the W.M. Company that appears on Reuters screen “WMRSPOT06” (or any successor page) on such day.
Valuation Date:†	August 11, 2011
Maturity Date:†	August 16, 2011
Listing:	The notes will not be listed on any securities exchange.
CUSIP:	22546EP65

† The Valuation Date is subject to postponement if such date is not an underlying business day or as a result of a currency disruption event and the Maturity Date is subject to postponement if such date is not a business day or if the Valuation Date is postponed, in each case as described herein.

Investing in the notes involves a number of risks. See “Selected Risk Considerations” beginning on page 4 of this pricing supplement and “Risk Factors” beginning on page PS-2 of the accompanying product supplement.

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 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	$5.00	$995.00
Total	$2,310,000.00	$11,550.00	$2,298,450.00

(1) Certain fiduciary accounts will pay a purchase price of $995.00 per note, and the placement agents with respect to sales made to such accounts will forgo any fees.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS LLC, 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 receive from sales to accounts other than such fiduciary accounts. The placement agents will receive a fee from Credit Suisse or one of our affiliates of $5.00 per $1,000 principal amount of notes.

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.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee
Notes	$2,310,000.00	$268.19

JPMorgan

Placement Agent

February 11, 2011

Additional Terms Specific to the Notes

You should read this pricing supplement together with the product supplement dated March 25, 2009, the prospectus supplement dated March 25, 2009 and the prospectus dated March 25, 2009, 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):

•

Product supplement No. JPM-I dated March 25, 2009:

http://www.sec.gov/Archives/edgar/data/1053092/000104746909003155/a2191793z424b2.htm

•

Prospectus supplement dated March 25, 2009:

http://www.sec.gov/Archives/edgar/data/1053092/000104746909003093/a2191799z424b2.htm

•

Prospectus dated March 25, 2009:

http://www.sec.gov/Archives/edgar/data/1053092/000104746909003289/a2191966z424b2.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, contain the terms of the notes and supersede all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, fact sheets. 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 product supplement, as the notes involve risks not associated with conventional debt securities. You should consult your investment, legal, tax, accounting and other advisors before deciding to invest in the notes.

Hypothetical Payments at Maturity for Each $1,000 Principal Amount

The following table and examples illustrate the hypothetical Payments at Maturity for a $1,000 principal amount of notes for a hypothetical range of performance of the Reference Currency, assuming an Initial Spot Rate of 2.8600 and reflecting the Knock-Out Buffer Amount of 10.00% and the Fixed Payment Percentage of 8.75%. The hypothetical results set forth below are for illustrative purposes only. The actual payment at maturity applicable to a purchaser of the notes will be based on the Final Spot Rate and on whether a Knock-Out Event occurs during the Monitoring Period. Any payment at maturity is subject to our ability to pay our obligations as they become due. The numbers appearing in the following table and examples have been rounded for ease of analysis.

		A Knock-Out Event Does Not Occur		A Knock-Out Event Does Occur
Final Spot Rate (USD/PLN)	Underlying Return	Return on the Notes	Payment at Maturity	Return on the Notes	Payment at Maturity
0.0000	100.00%	8.75%	$1,087.50	8.75%	$1,087.50
0.2860	90.00%	8.75%	$1,087.50	8.75%	$1,087.50
0.5720	80.00%	8.75%	$1,087.50	8.75%	$1,087.50
0.8580	70.00%	8.75%	$1,087.50	8.75%	$1,087.50
1.1144	60.00%	8.75%	$1,087.50	8.75%	$1,087.50
1.4300	50.00%	8.75%	$1,087.50	8.75%	$1,087.50
1.7160	40.00%	8.75%	$1,087.50	8.75%	$1,087.50
2.0020	30.00%	8.75%	$1,087.50	8.75%	$1,087.50
2.2880	20.00%	8.75%	$1,087.50	8.75%	$1,087.50
2.5740	10.00%	8.75%	$1,087.50	8.75%	$1,087.50
2.7170	5.00%	8.75%	$1,087.50	5.00%	$1,050.00
2.8600	0.00%	8.75%	$1,087.50	0.00%	$1,000.00
3.0030	-5.00%	8.75%	$1,087.50	-5.00%	$950.00
3.1460	-10.00%	8.75%	$1,087.50	-10.00%	$900.00
3.4320	-20.00%	N/A	N/A	-20.00%	$800.00
3.7180	-30.00%	N/A	N/A	-30.00%	$700.00
4.0040	-40.00%	N/A	N/A	-40.00%	$600.00
4.2900	-50.00%	N/A	N/A	-50.00%	$500.00
4.5760	-60.00%	N/A	N/A	-60.00%	$400.00
4.8620	-70.00%	N/A	N/A	-70.00%	$300.00
5.1480	-80.00%	N/A	N/A	-80.00%	$200.00
5.4340	-90.00%	N/A	N/A	-90.00%	$100.00
5.7200	-100.00%	N/A	N/A	-100.00%	$0.00

The following examples illustrate how the payment at maturity is calculated.

Example 1: The Reference Currency has appreciated relative to the U.S. dollar from an Initial Spot Rate of 2.8600 to a Final Spot Rate of 1.4300, and

A Knock-Out Event has not occurred. Because a Knock-Out Event has not occurred, the investor receives a payment at maturity of $1,087.50 per $1,000 principal amount of notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × 8.75%)
	=	$1,087.50

A Knock-Out Event has occurred. Because a Knock-Out Event has occurred and the Fixed Payment Percentage is less than the Underlying Return of 50%, the investor receives a payment at maturity of $1,087.50 per $1,000 principal amount of notes, the maximum payment on the notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the lesser of (i) the Underlying Return and (ii) the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × 8.75%)
	=	$1,087.50

Example 2: The Reference Currency has appreciated relative to the U.S. dollar from an Initial Spot Rate of 2.8600 to a Final Spot Rate of 2.7170 and

A Knock-Out Event has not occurred. Because a Knock-Out Event has not occurred, the investor receives a payment at maturity of $1,087.50 per $1,000 principal amount of notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × 8.75%)
	=	$1,087.50

A Knock-Out Event has occurred. Because a Knock-Out Event has occurred and the Underlying Return of 5% is less than the Fixed Payment Percentage, the investor receives a payment at maturity of $1,050 per $1,000 principal amount of notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the lesser of (i) the Underlying Return and (ii) the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × the Underlying Return)
	=	$1,000 + ($1,000 × 5%)
	=	$1,050

Example 3: The Reference Currency has depreciated relative to the U.S. dollar from an Initial Spot Rate of 2.8600 to a Final Spot Rate of 3.1460, and

A Knock-Out Event has not occurred. Because a Knock-Out Event has not occurred, the investor receives a payment at maturity of $1,087.50 per $1,000 principal amount of notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × 8.75%)
	=	$1,087.50

A Knock-Out Event has occurred. Because a Knock-Out Event has occurred and the Underlying Return of -10% is less than the Fixed Payment Percentage, the investor receives a payment at maturity of $900 per $1,000 principal amount of notes, calculated as follows:

Payment at maturity	=	$1,000 + ($1,000 × the lesser of (i) the Underlying Return and (ii) the Fixed Payment Percentage)
	=	$1,000 + ($1,000 × the Underlying Return)
	=	$1,000 + ($1,000 × -10%)
	=	$900

Selected Purchase Considerations

APPRECIATION POTENTIAL IS LIMITED – The appreciation potential of the notes is limited to the Fixed Payment Percentage of 8.75%, even if the Reference Currency appreciates relative to the U.S. dollar by more than the Fixed Payment Percentage. Accordingly, the maximum Payment at Maturity of the securities at maturity is $1,087.50 per $1,000 principal amount of notes. Because the notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.

SINGLE REFERENCE CURRENCY — The return on the notes, which may be positive, zero or negative, is linked to the performance of the Polish zloty, which we refer to as the Reference Currency, relative to the U.S. dollar (the number of units of Reference Currency per U.S. dollar).

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 Reference Currency. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS – The notes do not guarantee any return of your principal amount. You could lose up to $1,000 per $1,000 principal amount of notes. If a Knock-Out Event occurs and the Final Spot Rate is greater than the Initial Spot Rate (resulting in a negative Underlying Return), you will lose 1% of your principal for each 1% increase in the Final Spot Rate as compared to the Initial Spot Rate. Any payment at maturity is subject to our ability to pay our obligations as they become due.

THE NOTES DO NOT PAY INTEREST – We will not pay interest on the notes. You may receive less at maturity than you could have earned on ordinary interest-bearing debt securities with similar maturities, including other of our debt securities, since the Payment at Maturity is based on the performance of the Reference Currency. Because the payment due at maturity may be less than the amount originally invested in the notes, the return on the notes (the effective yield to maturity) may be negative. Even if it is positive, the return payable on each security may not be enough to compensate you for any loss in value due to inflation and other factors relating to the value of money over time.

THE NOTES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE – Although the return on the notes will be based on the performance of the Reference Currency relative to the U.S. dollar, the payment of any amount due on the notes is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the notes and, therefore, investors are subject to our credit risk. In addition, any decline in our credit ratings, any adverse changes in the market’s view of our creditworthiness or any increase in our credit spreads is likely to adversely affect the value of the notes prior to maturity.

YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE FIXED PAYMENT PERCENTAGE – Regardless of whether a Knock-Out Event occurs, if the Final Spot Rate is less than the Initial Spot Rate, for each $1,000 principal amount of notes, you will receive at maturity $1,000 plus an additional amount that will not exceed 8.75% of the principal amount, regardless of the appreciation in the Reference Currency relative to the U.S. dollar, which may be significant. Accordingly, the maximum amount payable at maturity is $1,087.50 per $1,000 principal amount of notes. Any payment at maturity is subject to our ability to pay our obligations as they become due.

YOU WILL NOT BE ENTITLED TO ANY MINIMUM RETURN IF A KNOCK-OUT EVENT OCCURS – If the Spot Rate on any day during the Monitoring Period is greater than the Initial Spot Rate by more than the Knock-Out Buffer Amount of 10.00%, you will not be entitled to receive the Fixed Payment Percentage of 8.75% on the notes and you will be fully exposed at maturity to any depreciation in the Reference Currency relative to the U.S. dollar. Under these circumstances, if the Final Spot Rate is greater than the Initial Spot Rate, you will lose 1% of the principal amount of your investment for every 1% increase in the Final Spot Rate as compared to the Initial Spot Rate. You will be subject to this potential loss of principal even if the Spot Rate subsequently decreases such that the Spot Rate is greater than the Initia l Spot Rate by not more than the Knock-Out Buffer Amount, or is equal to or less than the Initial Spot Rate. Under these circumstances, you may lose some or all of your investment at maturity and you will be fully exposed to any depreciation in the Reference Currency relative to the U.S. dollar.

HEDGING AND TRADING IN THE REFERENCE CURRENCY — While the notes are outstanding, we or any of our affiliates may carry out hedging activities related to the notes, including in the Reference Currency or instruments related to the Reference Currency. We or our affiliates may also trade in the Reference Currency or instruments related to the Reference Currency from time to time. Any of these hedging or trading activities as of the Pricing Date and during the term of the notes could adversely affect our payment to you at maturity.

INVESTING IN THE NOTES IS NOT EQUIVALENT TO INVESTING DIRECTLY IN THE REFERENCE CURRENCY – You may receive a lower Payment at Maturity than you would have received if you had invested directly in the Reference Currency.

THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK – Foreign currency exchange rates vary over time, and may vary considerably during the term of the notes. The relative values of the U.S. dollar and the Reference Currency are at any moment a result of the supply and demand for such currencies. Changes in foreign currency exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the country or countries in which such currency is used, and economic and political developments in other relevant countries. Of particular importance to currency exchange risk are:

existing and expected rates of inflation;

existing and expected interest rate levels;

the balance of payments in the United States, Poland, and between each country and its major trading partners; and

the extent of governmental surplus or deficit in the United States and Poland.

All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the United States, Poland and those of other countries important to international trade and finance.

LEGAL AND REGULATORY RISKS – Legal and regulatory changes could adversely affect currency rates. In addition, many governmental agencies and regulatory organizations are authorized to take extraordinary actions in the event of market emergencies. It is not possible to predict the effect of any future legal or regulatory action relating to currency rates, but any such action could cause unexpected volatility and instability in currency markets with a substantial and adverse effect on the performance of the Reference Currency and, consequently, the value of the notes.

CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY – While the payment 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 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 your notes to maturity.

THE NOTES ARE SUBJECT TO EMERGING MARKETS’ POLITICAL AND ECONOMIC RISKS — The Reference Currency is a currency of an emerging market country. Emerging market countries are more exposed to the risk of swift political change and economic downturns than their industrialized

counterparts. In recent years, emerging markets have undergone significant political, economic and social change. Such far-reaching political changes have resulted in constitutional and social tensions, and, in some cases, instability and reaction against market reforms have occurred. With respect to any emerging or developing nation, there is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social instability. There can be no assurance that future political changes will not adversely affect the economic conditions of an emerging or developing-market nation. Political or economic instability is likely to have an adverse effect on the performance of the Reference Currency, and, consequently, the return on the notes.

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 when you wish to do so. 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. If you have to sell your notes prior to maturity, you may not be able to do so, or you may have to sell them at a substantial loss.

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. For example, we and/or our affiliates may also currently or from time to time publish research reports or otherwise express opinions with respect to the Reference Currency and these reports may or may not recommend that investors buy or hold the Reference Currency. As a prospective purchaser of the notes, you should undertake an independent investigation of the Reference Currency that in your judgment is appropriate to make an informed decision with respect to an investment in the notes.

SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE REFERENCE CURRENCY MAY ADVERSELY AFFECT THE VALUE OF THE NOTES – The currency markets are subject to temporary distortions and disruptions due to various factors, including government regulation and intervention, the lack of liquidity in the markets and the participation of speculators. These circumstances could adversely affect the exchange rates of the Reference Currency and, therefore, the value of the notes.

CURRENCY DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN – The calculation agent may, in its discretion, determine that the markets have been affected in a manner that prevents it from determining the Spot Rate in the manner described herein and calculating the amount that we are required to pay you upon maturity. These events may include disruptions or suspensions of trading in the markets as a whole. If the calculation agent, in its discretion, determines that any of these events prevents us or any of our affiliates from determining the Spot Rate, it is possible that the Valuation Date and the Maturity Date will be postponed and your return may be adversely affected. No interest or other payment will be payable as a result of such postponement.

MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE NOTES – In addition to the price of the Reference Currency relative to the U.S. dollar during the Monitoring Period, 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:

whether the Spot Rate has increased, as compared to the Initial Spot Rate, by more than the Knock-Out Buffer Amount on any day during the Monitoring Period;

the expected volatility of the Reference Currency relative to the U.S. dollar;

the time to maturity of the notes;

interest and yield rates in the market generally;

geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the Reference Currency and the U.S. dollar or markets generally and which may affect the Spot Rate; and

our creditworthiness, including actual or anticipated downgrades in 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.

Supplemental 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 Valuation Date) could adversely affect the value of the Reference Currency and, as a result, could decrease the amount you may receive on the notes at maturity. For further 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 Reference Currency based on the exchange rates of the Reference Currency relative to the U.S. dollar (expressed as the number of units of the Polish zloty per one U.S. dollar) from January 1, 2006 through February 11, 2011. The USD/PLN exchange rate on February 11, 2011 was 2.88885. We obtained the exchange rates of the Reference Currency below from Bloomberg, without independent verification. The exchange rates published by Bloomberg for the Reference Currency on any day may differ from the Spot Rates because the historical rates published by Bloomberg may be based on different fixing sources or fixing times than the Spot Rate used to determine the Underlying Return applicable to the notes. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg.

The historical exchange rates of the Reference Currency should not be taken as an indication of future performance, and no assurance can be given as to the exchange rates of the Reference Currency with respect to the U.S. dollar on the Valuation Date. We cannot give you assurance that the performance of the Reference Currency will result in the return of any of your initial investment.

Currency Disruption Events

A “currency disruption event” is, in respect of the Reference Currency:

(a) a convertibility event;

(b) a deliverability event;

(d) a taxation event;

(e) a discontinuity event; or

(f) a price source disruption event,

in each case as determined by the calculation agent in its sole discretion and in the case of an event described in clause (a), (b), (c), (d) or (e) above, a determination by the calculation agent in its sole discretion that such event materially interferes with our ability or the ability of any of our affiliates to adjust or unwind all or a material portion of any hedge with respect to the notes.

“Convertibility event” means an event that has the effect of preventing, restricting or delaying a market participant from:

(i) converting the Reference Currency into U.S. dollars through customary legal channels; or

(ii) converting the Reference Currency into U.S. dollars at a rate at least as favorable as the rate for domestic institutions located in Poland.

“Deliverability event” means an event that has the effect of preventing, restricting or delaying a market participant from:

(i) delivering the Reference Currency from accounts inside Poland to accounts outside Poland; or

(ii) delivering the Reference Currency between accounts inside Poland or to a party that is a non-resident of Poland.

“Liquidity event” means the imposition by Poland (or any political subdivision or regulatory authority thereof) or the U.S. (together with Poland, a “relevant country”) (or any political subdivision or regulatory authority thereof) of any capital or currency controls (such as a restriction placed on the holding of assets in or transactions through any account in Poland or the U.S., as applicable, by a non-resident of Poland or the U.S., as applicable), or the publication of any notice of an intention to do so, which the calculation agent determines in good faith and in a commercially reasonable manner is likely to materially affect an investment in the applicable Reference Currency or the U.S. dollar.

“Taxation event” means the implementation by the applicable relevant country (or any political subdivision or regulatory authority thereof), or the publication of any notice of an intention to implement, any changes to the laws or regulations relating to foreign investment in such relevant country, as applicable (including, but not limited to, changes in tax laws and/or laws relating to capital markets and corporate ownership), which the calculation agent determines in good faith in a commercially reasonable manner are likely to materially affect an investment in the applicable Reference Currency or the U.S. dollar.

“Discontinuity event” means the pegging or de-pegging of the Reference Currency to the U.S. dollar or the controlled appreciation or devaluation by the relevant country (or any political subdivision or regulatory authority thereof) of the Reference Currency relative to the U.S. dollar, as determined by the calculation agent in good faith and in a commercially reasonable manner.

“Price source disruption event” means the non-publication or unavailability of the applicable Spot Rate for the Reference Currency relative to the U.S. dollar on the applicable Reuters page (or any substitute page) at the relevant valuation time.

If the calculation agent determines that a currency disruption event exists on the Valuation Date, then the Valuation Date will be postponed to the first succeeding underlying business day on which the calculation agent determines that no currency disruption event exists, unless the calculation agent determines that a currency disruption event exists on each of the five underlying business days immediately following the Valuation Date. In that case, (a) the fifth succeeding underlying business day after the scheduled Valuation Date will be deemed to be the Valuation Date, notwithstanding the currency disruption event, and (b) the calculation agent will determine the Spot Rate on that deemed Valuation Date in good faith and in a commercially reasonable manner, taking into account the latest available quotation for the Spot Rate and any oth er information that it deems relevant, as of the relevant valuation time on that deemed Valuation Date (subject to the provisions described under “Succession Events” herein).

In the event that a currency disruption event exists on the Valuation Date, the Maturity Date of the notes will be the fifth business day following the day on which the Spot Rate for the Valuation Date for the Reference Currency has been calculated.

An “underlying business day” is a day other than a Saturday or Sunday on which (a) banking institutions in The City of New York and the principal financial center for the Reference Currency are open for dealings in foreign exchange, and (b) banking institutions in The City of New York and such principal financial center for the Reference Currency are not otherwise authorized or required by law, regulation or executive order to close.

Succession Events

A “succession event” means the occurrence of either of the following events:

(a) the Reference Currency or the U.S. dollar is lawfully eliminated and replaced with, converted into, redenominated as, or exchanged for, another currency; or

(b) any relevant country divides into two or more countries or economic regions, as applicable, each with a different lawful currency immediately after such event.

We refer to the Reference Currency or the U.S. dollar with respect to which a succession event has occurred as the “former currency.”

On and after the effective date of a succession event, the former currency will be deemed to be replaced with:

(i) in the case of clause (a) above, the currency that lawfully replaces the former currency, into which the former currency is converted or redenominated, or for which the former currency is exchanged, as applicable, or

(ii) in the case of clause (b) above, a currency selected by the calculation agent from among the lawful currencies resulting from such division that the calculation agent determines in good faith and in a commercially reasonable manner is most comparable to the former currency, taking into account the latest available quotation for the Spot Rate and any other information that it deems relevant.

We refer to the replacement currency determined as described in clause (i) or (ii) above as a “successor currency.”

Upon the occurrence of a succession event:

(x) if the former currency is the Reference Currency, the Initial Spot Rate for the successor currency will be equal to (A) the product of the Initial Spot Rate and the official conversion rate for the former currency per one unit of successor currency (as publicly announced by the reference currency country) used by Poland to set its official exchange rate for the U.S. dollar per one unit of successor currency on the effective date of such succession event or (B) if the official conversion rate referred to in clause (A) immediately above is not publicly announced by Poland, the product of the Spot Rate for the successor currency on the effective date of such succession event and a fraction, the numerator of which is the Initial Spot Rate for the former currency and the denominator of which is the Spot Rate for the f ormer currency on the Business Day immediately preceding the effective date of such succession event; or

(y) if the former currency is the U.S. dollar, the Initial Spot Rate will be adjusted to be equal to (A) the product of the Initial Spot Rate immediately prior to such adjustment and the official conversion rate for the successor currency per one unit of former currency (as publicly announced by the U.S.) used by the U.S. to set its official exchange rate for the Reference Currency per one unit of successor currency on the effective date of such succession event or (B) if the official conversion rate referred to in clause (A) immediately above is not publicly announced by the U.S., the product of the Spot Rate on the effective date of such succession event and a fraction, the numerator of which is the Initial Spot Rate immediately prior to such adjustment and the denominator of which is the Spot Rate (determined by r eference to the Spot Rate relative to the former currency) on the underlying business day immediately preceding the effective date of such succession event.

Upon the occurrence of a succession event, the calculation agent will select in good faith and in a commercially reasonable manner a substitute Reuters page for purposes of determining the Spot Rate.

Notwithstanding the foregoing, if, as a result of a succession event, (1) in the case of a former currency that is the Reference Currency, the successor currency is the same as the U.S. dollar or, (2) in the case of a former currency that is the U.S. dollar, the Reference Currency is the same as the successor currency, in lieu of the adjustments described in the two immediately preceding paragraphs, the Spot Rate for the Reference Currency on each underlying business day occurring on and after the effective date of such succession event will be deemed to be equal to the Spot Rate on the underlying business day immediately preceding such effective date.

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”), and who purchase the securities at the “issue price” of the securities (as described below). 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.

Characterization of the Securities

There are no statutory provisions, 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. Based on the advice of our special tax counsel, Orrick, Herrington & Sutcliffe LLP, we intend to treat the securities, for U.S. federal income tax purposes, as short-term debt obligations. 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, and the balance of this discussion assumes that the securities will be so treated and does not address any possible d iffering treatments of the securities. However, no rulings have been sought from the IRS or a court with respect to any of the tax consequences discussed below. Accordingly, no assurance can be given that the IRS or a court will agree with the treatment described herein. Any differing treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in the securities.

Thus, it is possible that the IRS would seek to characterize your securities in a manner that results in tax timing and character of income to you that is different than that described above. For example, the IRS could assert that the securities constitute a forward contract. In such case, gain or loss would be recognized at maturity. It is also possible the IRS could 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. Alternatively, the IRS could see k to bifurcate your securities into separate components, with each security comprising a debt instrument and an option. In such case, a holder would recognize interest income on the debt instrument and capital gain or loss upon settlement of the option. 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 own tax advisor concerning the tax treatment of holding the securities.

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 pur poses. 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 advisor regarding the tax consequences to you from the partnership's purchase, ownership and disposition of the securities.

As noted above, we will treat the securities as short-term debt obligations. Under Treasury regulations, a short-term debt obligation is treated as issued at a discount equal to the excess of the stated redemption price at maturity of the obligation over the obligation’s issue price. It is unclear how the rules governing short-term debt obligations apply to short-term debt obligations that have contingent payments, such as the securities.

A cash method U.S. Holder (other than an Electing Cash-method U.S. Holder, as defined below) should include any discount on the security as ordinary income upon receipt. Upon a sale or exchange of a security, a cash method U.S. Holder (other than an Electing Cash-method U.S. Holder) should recognize gain or loss with respect to the security in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the security. Such gain or loss will be short-term capital gain or loss, except to the extent of the discount that has accrued on a straight-line basis through the date of the sale or exchange, which should be treated as ordinary income. In addition, a cash method U.S. Holder (other than an Electing Cash-method U.S. Holder) will be required to defer deductions for an y interest paid on indebtedness incurred to purchase or carry the security until it is included in income.

An accrual method, cash method U.S. Holder that elects to accrue the discount currently (an “Electing Cash-method U.S. Holder”), or certain specified taxpayers (e.g., regulated investment companies) should include any discount on the security as ordinary income as it accrues on a straight-line basis, unless it elects to accrue the discount on a constant yield method based on daily compounding. Upon a sale or exchange of a security, such a U.S. Holder should recognize gain or loss with respect to the security in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the security. Such gain or loss will be short-term capital gain or loss, except to the extent of any discount that has accrued on a straight - -line basis (or, if elected, according to a constant-yield method based on daily compounding) through the date of the sale or exchange and has not previously been included in income, which should be treated as ordinary income.

Where the security provides for the payment of a coupon or coupons prior to maturity, it is uncertain whether such coupon should be treated as interest income includible in a U.S. Holder's income in accordance with such U.S. Holder's method of accounting (e.g., upon receipt, in the case of a cash method U.S. Holder), or treated as part of the redemption payment at maturity. In view of this uncertainty, we intend to treat all coupons on the security as ordinary income when paid by us.

You should consult your own tax advisor regarding the alternative ways in which the coupons and the purchase price could be accounted for U.S. federal income tax purposes.

Legislation Affecting Securities Held Through Foreign Accounts

Under the “Hiring Incentives to Restore Employment Act” (the “Act”), a 30% withholding tax is imposed on “withholdable payments” made to foreign financial institutions (and their more than 50% affiliates) unless the payee foreign financial institution agrees, among other things, to disclose the identity of any U.S. individual with an account at the institution (or the institution’s affiliates) and to annually report certain information about such account. “Withholdable payments” include payments of interest (including original issue discount), dividends, and other items of fixed or determinable annual or periodical gains, profits, and income (“FDAP”), in each case, from sources within the United States, as well as gross proceeds from the sale of any property of a type whic h can produce interest or dividends from sources within the United States. The Act also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or certify that they do not have any substantial United States owners) to withhold tax at a rate of 30%. We will treat payments on the securities as withholdable payments for these purposes.

Withholding under the Act will apply to all withholdable payments without regard to whether the beneficial owner of the payment is a U.S. person, or would otherwise be entitled to an exemption from the imposition of withholding tax pursuant to an applicable tax treaty with the United States or pursuant to U.S. domestic law. Unless a foreign financial institution is the beneficial owner of a payment, it will be subject to refund or credit in accordance with the same procedures and limitations applicable to other taxes withheld on FDAP payments provided that the beneficial owner of the payment furnishes such information as the IRS determines is necessary to determine whether such beneficial owner is a United States owned foreign entity and the identity of any substantial United States owners of such entity. Generally, the Act 217;s withholding and reporting regime will apply to payments made after December 31, 2012. Thus, if you hold your securities through a foreign financial institution or foreign corporation or trust, a portion of any of your payments made after December 31, 2012 may be subject to 30% withholding.

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 advisors regarding the U.S. federal estate tax consequences of holding the securities at death.

Information Reporting Regarding Specified Foreign Financial Assets

The Act requires individual U.S. Holders with an interest in any “specified foreign financial asset” to file a report with the IRS with information relating to the asset, including the maximum value thereof, for any taxable year in which the aggregate value of all such assets is greater than $50,000 (or such higher dollar amount as prescribed by Treasury regulations). Specified foreign financial assets include any depository or custodial account held at a foreign financial institution; any debt or equity interest in a foreign financial institution if such interest is not

regularly traded on an established securities market; and, if not held at a financial institution, (i) any stock or security issued by a non-U.S. person, (ii) any financial instrument or contract held for investment where the issuer or counterparty is a non-U.S. person, and (iii) any interest in an entity which is a non-U.S. person. Depending on the aggregate value of your investment in specified foreign financial assets, you may be obligated to file an annual report under this provision. The requirement to file a report is effective for taxable years beginning after March 18, 2010. Penalties apply to any failure to file a required report. Additionally, in the event a U.S. Holder does not file the information report relating to disclosure of specified foreign financial assets, the statute of limitations o n the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close before such information is filed. You should consult your own tax advisor as to the possible application to you of this information reporting requirement and related statute of limitations tolling provision.

Disclosure of Reportable Transactions

A holder of the securities (whether a U.S. Holder or a Non-U.S. Holder) that is required to file a U.S. income tax return must disclose their participation in certain reportable transactions to the IRS. A reportable transaction includes a loss transaction in which a taxpayer who is an individual or trust (whether or not the loss flows through an S corporation or a partnership) claims a loss under Code section 165 of at least $50,000 in any single taxable year if the loss arises with respect to a Code section 988 transaction. You should consult your tax adviser as to the requirement you may have to disclose your securities transaction to the IRS.

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 JPMS LLC and JPMorgan Chase Bank, N.A., each dated as of June 18, 2008, JPMS LLC 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 of $5 per $1,000 principal amount of notes and will forgo fees for sales to fiduciary accounts. For further information, please refer to “Underwriting” in the accompanying product supplement.

Credit Suisse