Exhibit 4.01
                                                                    ------------



                                 [FACE OF NOTE]

                  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.


REGISTERED                                         CUSIP:  22541L AG 8
                                                   ISIN:  US22541LAG86
                                                   COMMON CODE:  017093746

NO. 1                                              PRINCIPAL AMOUNT: $30,000,000


                     CREDIT SUISSE FIRST BOSTON (USA), INC.
       Accelerated Return Equity Securities (ARES)SM due November 30, 2004
                         Linked to the S&P 500(R) Index


                  CREDIT SUISSE FIRST BOSTON (USA), INC., a Delaware corporation
(the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, at the office or agency of the Company in
New York, New York, the Redemption Amount (as defined on the reverse hereof) on
the Maturity Date (as defined on the reverse hereof), in the coin or currency of
the United States. This Note does not bear interest.

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

                  This Note 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.

                                      F-1

<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

                                          CREDIT SUISSE FIRST BOSTON (USA), INC.


[SEAL]                                    By:   /s/ Raymond M. Disco
                                                --------------------
                                               Name:   Raymond M. Disco
                                               Title:  Assistant Treasurer



                                          By:   /s/ Zev A. Kinder
                                                ------------------------
                                               Name:  Zev A. Kindler
                                               Title:  Assistant Treasurer


Attest:


By:   /s/ Mary Kate Wynperle
      ----------------------
      Name:   Mary Kate Wynperle
      Title:  Assistant Secretary



                          CERTIFICATE OF AUTHENTICATION

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

Dated:  June 18, 2003

                                                 JPMORGAN CHASE BANK,
                                                 as Trustee



                                                 By:  /s/  Craig Baumberger
                                                      ---------------------

                                                        Authorized Signatory

                                      F-2

<PAGE>

                                [REVERSE OF NOTE]

                     CREDIT SUISSE FIRST BOSTON (USA), INC.
       Accelerated Return Equity Securities (ARES)SM due November 30, 2004
                         Linked to the S&P 500(R) Index

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (the "Securities") of the
series hereinafter specified, all issued or to be issued under and pursuant to a
senior indenture, dated as of June 1, 2001 (the "Indenture"), between the
Company and JPMorgan Chase Bank, as trustee (the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company, and the Holders of the
Securities. The 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
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Note is one of a series designated as the Accelerated
Return Equity Securities (ARES)SM due November 30, 2004 of the Company, Linked
to the S&P 500(R) Index (the "Note").

         No Interest will be payable on this Note.

         This Note is payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         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.

         The Indenture provides that, without prior notice to any Holders, the
Company and the Trustee may amend the Indenture and the Securities of any series
with the written consent of the Holders of a majority in principal amount of the
outstanding Securities of all series affected by such amendment (all such series
voting as one class), and the Holders of a majority in principal amount of the
outstanding Securities of all series affected thereby (all such series voting as
one class) may waive future compliance by the Company with any provision of the
Indenture or the Securities of such series by written notice to the Trustee;
provided that, without the consent of each Holder of the 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
sinking fund obligation or any installment of interest on, such Holder's
Security, or reduce the principal amount thereof or the rate of interest thereon
(including any amount in respect of original issue discount), or any premium
payable with respect thereto, or adversely affect the rights of such Holder
under any mandatory redemption or repurchase provision or any right of
redemption or repurchase at the option of such Holder, or reduce the amount of
the Principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency in
which, any Security of such series or any premium or the interest thereon is
payable, or impair the right to institute suit for the


                                      R-1

<PAGE>

enforcement of any such payment on or after the due date therefor; (ii) reduce
the percentage in principal amount of outstanding Securities of the relevant
series the consent of whose Holders is required for any such supplemental
indenture, for any waiver of compliance with certain provisions of the Indenture
or certain Defaults and their consequences provided for in the Indenture; (iii)
waive a Default in the payment of Principal of or interest on any Security of
such Holder; 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 Security affected thereby.

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

         The Indenture provides that a series of Securities may include one or
more tranches (each a "tranche") of Securities, including Securities issued in a
Periodic Offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to a board resolution or a supplemental
indenture establishing such series or tranche.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Redemption Amount of this Note in the
manner, at the place, at the time and in the coin or currency herein prescribed.

         The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 or any integral multiple thereof 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.

         The Notes will not be redeemable at the option of the Company prior to
maturity.


                                      R-2

<PAGE>

         The Company will not be required to pay any Additional Amounts on the
Notes.

Maturity Date

         The maturity date of the Notes is November 30, 2004 (the "Maturity
Date"); however, if a Market Disruption Event exists on any Valuation Date, as
determined by the Calculation Agent, the Maturity Date will be the later of
November 30, 2004 and the third Index Business Day following the date on which
the Index Level for the fifth and final Valuation Date is calculated.

Redemption Amount

         The Company will redeem the Notes at maturity for a Redemption Amount
in cash that will equal the principal amount of the Notes multiplied by the sum
of 1 plus the Index Return (the "Redemption Amount").

         The Index Return is based on the difference between the Final Level of
the S&P 500(R) Index and the Initial Level of the S&P 500(R) Index, expressed as
a percentage. The Index Return is calculated as follows:

o    If the Final Level is greater than the Initial Level, then the Index Return
     will equal:

                         3 x Final Level - Initial Level
                             ---------------------------
                                   Initial Level

     subject to a maximum gain of 18.5%.

o    If the Final Level is less than the Initial Level, then the Index Return
     will equal:


                           Final Level - Initial Level
                           ---------------------------
                                  Initial Level

o    If the Final Level is equal to the Initial Level then the Index Return will
     equal zero.

         The Redemption Amount shall be an amount in U.S. dollars (rounded to
the nearest cent, half of one cent being rounded upwards) as determined by the
Calculation Agent.

         The "Initial Level" is equal to 998.51.

         The "Final Level" will equal the arithmetic average of the Index Level
on each of the five Index Business Days (the "Valuation Dates") from and
including November 18, 2004 to and including November 24, 2004, or, if any of
those particular days is not an Index Business Day, the first following day that
is an Index Business Day, subject to the occurrence of a Market Disruption
Event, as defined below.

         The "Index Level" will, on any relevant Index Business Day, be the
level of the S&P 500(R) Index determined by the Calculation Agent at the
Valuation Time on such Index


                                      R-3

<PAGE>

Business Day as calculated and published by S&P, subject to the Adjustment
Provisions set forth below. The "Valuation Time" is the time at which Standard &
Poor's Corporation, or such other person acceptable to the Calculation Agent
that calculates and publishes the S&P 500(R) Index or any agent or other person
("S&P"), calculates the closing level of the S&P 500(R) Index.

         An "Index Business Day" is any day that is (or, but for the occurrence
of a Market Disruption Event, would have been) a trading day on The Nasdaq Stock
Market, the New York Stock Exchange, the American Stock Exchange, the Chicago
Mercantile Exchange and the Chicago Board Options Exchange, other than a day on
which one or more of these exchanges is scheduled to close prior to its regular
weekday closing time.

         A "Market Disruption Event" is, in respect of the S&P 500(R) Index, the
occurrence or existence on any Index Business Day during the one-half hour
period that ends at the relevant Valuation Time, of any suspension of or
limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the relevant exchange or otherwise) on (a) the Nasdaq Stock Market,
the New York Stock Exchange and/or the American Stock Exchange in securities
that comprise 20% or more of the level of the S&P 500(R) Index based on a
comparison of (1) the portion of the level of the S&P 500(R) Index attributable
to each security in which trading is, in the determination of the Calculation
Agent, materially suspended or materially limited relative to (2) the overall
level of the S&P 500(R) Index, in the case of (1) or (2) immediately before that
suspension or limitation; or (b) the Chicago Mercantile Exchange and/or the
Chicago Board Options Exchange in options contracts on the S&P 500(R) Index; or
(c) the Chicago Mercantile Exchange and/or the Chicago Board Options Exchange in
futures contracts on the S&P 500(R) Index; in the case of (a), (b) or (c) if, in
the Company's determination, such suspension or limitation is material.

Market Disruption Events

         If the Calculation Agent determines that on any particular Valuation
Date a Market Disruption Event exists, then such Valuation Date will be the
first succeeding Index Business Day on which the Calculation Agent determines
that no Market Disruption Event exists, unless the Calculation Agent determines
that a Market Disruption Event exists on each of the five Index Business Days
immediately following that particular Valuation Date. In that case, (a) the
fifth succeeding Index Business Day after the original Valuation Date will be
deemed to be that particular Valuation Date, notwithstanding the Market
Disruption Event, and (b) the Calculation Agent will determine the Index Level
for that particular Valuation Date on that deemed Valuation Date in accordance
with the formula for and method of calculating the S&P 500(R) Index last in
effect prior to the commencement of the Market Disruption Event using exchange
traded prices on the Nasdaq Stock Market, the New York Stock Exchange and/or the
American Stock Exchange (as determined by the Calculation Agent in its sole and
absolute discretion) or, if trading in any security or securities comprising the
S&P 500(R) Index has been materially suspended or materially limited, its good
faith estimate of the prices that would have prevailed on the Nasdaq Stock
Market, the New York Stock Exchange and/or the American Stock Exchange (as
determined by the Calculation Agent in its sole and absolute discretion) but for
the suspension or limitation, as of the Valuation Time on that deemed Valuation
Date, of each such security comprising the S&P 500(R) Index, subject to the
Adjustment Provisions set


                                      R-4

<PAGE>

forth below. The Final Level will always be calculated as the arithmetic average
of the Index Level on each of the five Valuation Dates (deemed or otherwise).

         In the event that a Market Disruption Event exists on any Valuation
Date, the Maturity Date of the Notes will be the later of November 30, 2004 and
the third Index Business Day following the day on which the Index Level for the
fifth and final Valuation Date is calculated. No interest or other payment will
be payable because of any such postponement of the Maturity Date.

Adjustments to the Calculation of the S&P 500(R)Index ("Adjustment Provisions")

         If the S&P 500(R) Index is (a) not calculated and announced by S&P but
is calculated and announced by a successor acceptable to the Calculation Agent
or (b) replaced by a successor index using, in the determination of the
Calculation Agent, the same or a substantially similar formula for and method of
calculation as used in the calculation of the S&P 500(R) Index, then the S&P
500(R) Index will be deemed to be the index so calculated and announced by that
successor sponsor or that successor index, as the case may be.

         Upon any selection by the Calculation Agent of a successor index, the
Calculation Agent will cause notice to be furnished to the Company and the
Trustee, which will provide notice of the selection of the successor index to
the registered holders of the Notes.

         If (x) on or prior to any Valuation Date S&P makes, in the
determination of the Calculation Agent, a material change in the formula for or
the method of calculating the S&P 500(R) Index or in any other way materially
modifies the S&P 500(R) Index (other than a modification prescribed in that
formula or method to maintain the S&P 500(R) Index in the event of changes in
constituent stocks and capitalization and other routine events) or (y) on any
Valuation Date S&P fails to calculate and announce the S&P 500(R) Index, then
the Calculation Agent will calculate the Redemption Amount using, in lieu of a
published level for the S&P 500(R) Index, the level for the S&P 500(R) Index at
the Valuation Time on such Valuation Date as determined by the Calculation Agent
in accordance with the formula for and method of calculating the S&P 500(R)
Index last in effect prior to that change or failure, but using only those
securities that comprised the S&P 500(R) Index immediately prior to that change
or failure. Notice of adjustment of the S&P 500(R) Index will be provided to
Holders of the Notes.

Events of Default and Acceleration

         In case an Event of Default (as defined in the Indenture) with respect
to the Accelerated Return Equity Securities (ARES)SM due November 30, 2004 shall
have occurred and be continuing, the amount declared due and payable upon any
acceleration of the Notes (in accordance with the acceleration provisions set
forth in the Indenture) will be determined by the Calculation Agent and will
equal, for each Note, the arithmetic average, as determined by the Calculation
Agent, of the fair value of the Notes as determined by at least three but not
more than five broker-dealers (which may include Credit Suisse First Boston LLC
or any of the Company's other subsidiaries or affiliates) as will make such fair
value determination available to the Calculation Agent.


                                      R-5

<PAGE>

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

         The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note 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 Redemption Amount hereof, and for all other purposes, and
neither the Company nor the Trustee nor any agent of the Company 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 Note,
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 or of any successor,
either directly or through the Company 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.

         The calculation agent for the Notes (the "Calculation Agent") is Credit
Suisse First Boston International. The calculations and determinations of the
Calculation Agent will be final and binding upon all parties (except in the case
of manifest error). The Calculation Agent will have no responsibility for good
faith errors or omissions in its calculations and determinations, whether caused
by negligence or otherwise.

         Terms used herein that are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

         The laws of the State of New York (without regard to conflicts of laws
principles thereof) shall govern this Note.


                                      R-6

<PAGE>


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

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

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

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

----------------------------------------------------------------------- Attorney
to transfer such Note 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 Note
                                                 in every particular without
                                                 alteration or enlargement or
                                                 any change whatsoever.






                                      R-7