Exhibit 4.10


 


TRUST AGREEMENT


 


This TRUST AGREEMENT, dated as of March 24, 2006 (this “Trust Agreement”),
between (i) CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC II, a limited liability
company organized under the laws of the state of Delaware, as depositor (the “Depositor”),
and (ii) CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association,
as trustee (the “Trustee”). The Depositor and the Trustee hereby agree as
follows:


 


1.             The
trust created hereby (the “Trust”) shall be known as “Credit Suisse Group
Capital (Delaware) Trust II” in which name the Trustee, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby,
make and execute contracts, and sue and be sued on behalf of the trust.


 


2.             The
Depositor hereby assigns, transfers conveys and sets over to the Trustee the
sum of $1,000.00. The Trustee hereby acknowledges receipt of such amount in
trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustee hereby declares that it will hold the trust estate in trust
for the Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. § 3801, et  seq. (the “Trust Act”),
and that this document constitute the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust in the form of exhibit A attached hereto with the Delaware Secretary of
State in accordance with the provisions of the Trust Act.


 


3.             The
Depositor and the Trustee will enter into an amended and restated Trust
Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the preferred securities and common securities referred to
therein (collectively, the “Trust Securities”). Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.


 


4.             The
Depositor and the Trustee hereby authorize and direct the Depositor, as agent
of the Trust, (i) to file with the Securities and Exchange Commission (the “Commission”)
and execute, in each case on behalf of the Trust, (a) the Registration
Statement on Form F-3 (the “1933 Act Registration Statement”), including any
pre-effective or post-effective amendments to the 1933 Act Registration
Statement, relating to the registration under the Securities Act of 1933, as
amended, of the preferred securities of the Trust and (b) a Registration
Statement on Form 8-A (the “1934 Act Registration Statement”) (including all
pre-effective and post-effective amendments thereto) relating to the registration
of the preferred securities of the Trust under the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange, Inc. or any
other national stock exchange or The Nasdaq National Market (each, an “Exchange”)
and execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other instruments


 


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as shall be necessary or
desirable to cause the preferred securities to be listed on any of the
Exchanges; (iii) to file with the Luxembourg Stock Exchange and execute on
behalf of the Trust one or more listing applications and all other
applications, statements, certificates, agreements and other instruments as shall
be necessary or desirable to cause the preferred securities to be listed on the
Luxembourg Stock Exchange; (iv) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the preferred securities under the
securities or blue sky laws of such jurisdictions as the Depositor, on behalf
of the Trust, may deem necessary or desirable; (v) to execute and deliver
letters or documents to, or instruments for filing with, a depository relating
to the preferred securities of the Trust; and (vi) to execute on behalf of the
Trust one or more underwriting agreements, in customary form, relating to the
preferred securities.


 


5.             The
number of Trustees initially shall be one (1) and thereafter the number of
Trustees shall be such number as shall be fixed from time to time by a written
instrument signed by the Depositor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the Trust Act, one
Trustee shall either be a natural person who is a resident of the State of
Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable Delaware law. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any Trustee at any time. The Trustees may
resign upon thirty (30) days’ prior notice to the Depositor, but such
resignation shall not be effective until the Depositor has appointed a
successor trustee and such successor trustee shall become a Trustee hereunder.


 


6.             The
recitals contained in this Trust Agreement shall be taken as statements of the
Depositor, and the Trustee does not assume any responsibility for their
correctness. The Trustee makes no representations as to the value or condition
of the property of the trust or any part thereof. The Trustee makes no
representations as to the validity or sufficiency of this Trust Agreement.


 


7.             (a)   The Trustee and its officers, directors,
agents and servants (collectively, the “Fiduciary Indemnified Persons”) shall
not be liable, responsible or accountable in damages or otherwise to the Trust,
the Depositor, the Trustees or any holder of the Trust Securities for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and
in a manner the Fiduciary Indemnified Persons reasonably believed to be within
the scope of authority conferred on the Fiduciary Indemnified Persons by this
Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall
be liable for any such loss, damage or claim incurred by reason of the
Fiduciary Indemnified Person’s negligence, bad faith or willful misconduct with
respect to such acts or omissions.


 


(b)           The Fiduciary Indemnified Persons shall be fully protected
in relying in good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to the Trust by any
person as to matters the Fiduciary Indemnified Persons reasonably believe are
within such other person’s professional or expert competence and who


 


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has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to holders of Trust Securities might properly
be paid.


 


(c)           The Depositor agrees, to the fullest extent permitted by
applicable law, (i) to indemnify and hold harmless each Fiduciary Indemnified
Person, or any of its officers, directors, shareholders, employees,
representatives or agents, from and against any loss, damage, liability, tax,
penalty, expense or claim of any kind or nature whatsoever incurred by the
Fiduciary Indemnified Persons by reason of the creation, operation or
termination of the Trust, except that no Fiduciary Indemnified Persons shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
the Fiduciary Indemnified Persons by reason of negligence, bad faith or willful
misconduct with respect to such acts or omissions, and (ii) to advance expenses
(including legal fees) incurred by a Fiduciary Indemnified Person in defending
any claim, demand, action, suit or proceeding, from time to time, prior to the
final disposition of such claim, demand, action, suit or proceeding, upon
receipt by the Trust of an undertaking by or on behalf of such Fiduciary
Indemnified Persons to repay such amount if it shall be determined that such
Fiduciary Indemnified Person is not entitled to be indemnified as authorized in
the preceding subsection. Promptly after receipt by a Fiduciary Indemnified
Person of notice of the commencement of any action, such Fiduciary Indemnified
Person will, if a claim in respect thereof is to be made against the Depositor
under this clause (c), notify the Depositor in writing of the commencement
thereof, provided that failure to give such prompt notice shall not impair the
obligations of the Depositor hereunder except to the extent that such failure
to provide notice materially prejudices the Depositor. The Depositor shall be
entitled to appoint counsel of the Depositor’s choice at the Depositor’s
expense to represent the Fiduciary Indemnified Persons in any action for which
indemnification is sought; provided, however, that such counsel shall be
satisfactory to the Fiduciary Indemnified Persons. The Depositor will not,
without the prior written consent of the Fiduciary Indemnified Persons, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought unless such settlement, compromise or consent
includes an unconditional release of each Fiduciary Indemnified Person from all
liability arising out of such claim, action, suit or proceeding.


 


(d)           The provisions of this Section shall survive the
termination of this Trust Agreement or the earlier resignation or removal of
the Fiduciary Indemnified Persons.


 


8.             This
Trust Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware (without regard to conflict of laws principles).


 


9.             This
Trust Agreement may be executed in one or more counterparts.


 


10.           The Trust may terminate without issuing any Trust
Securities at the election of the Depositor. The Trust shall dissolve and this
Trust Agreement shall terminate unless the Trust issues securities within four
years after the date hereof. Upon dissolution and at the direction and expense
of the Depositor, the Trustee shall file a certificate of cancellation in


 


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accordance with the Trust Act. Any
remaining trust estate shall, after payment of any other expenses of the Trust,
be returned to the Depositor.


 


[SIGNATURE PAGE FOLLOWS]


 


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


 


	
   

  	
  CREDIT SUISSE GROUP CAPITAL

  (DELAWARE) LLC II, as Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CREDIT SUISSE GROUP

  /s/ KIM FOX-MOERTL

  /s/ CHRISTIAN SCHMID

  
	
   

  	
  Name:

  	
  Credit Suisse Group

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHASE BANK USA, NATIONAL ASSOCIATION, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  DIANE P. LEDGER

  
	
   

  	
  Name:

  	
  Diane P. Ledger

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


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EXHIBIT A


 


CERTIFICATE OF TRUST 


OF


 CREDIT
SUISSE GROUP CAPITAL (DELAWARE) TRUST II 


 


THIS Certificate of Trust of Credit Suisse Group Capital (Delaware)
Trust II (the “Trust”) is being duly executed and filed by Chase Bank USA,
National Association, as trustee, to form a statutory trust under the Delaware
Statutory Trust Act (12 Del. C. §3801 et  seq.)(the “Act”).


 


1.             Name. The
name of the statutory trust formed hereby is Credit Suisse Group Capital
(Delaware) Trust II.


 


2.             Delaware Trustee.
The name and business address of the trustee of the Trust in the State of
Delaware is Chase Bank USA, National Association, 500 Stanton Christiana Road,
Building 4 (Third Floor), Newark, Delaware 19713.


 


3.             Effective Date.
This Certificate of Trust shall be effective upon filing.


 


IN WITNESS WHEREOF, the undersigned has executed this Certificate in
accordance with Section 3811(a) of the Act.


 


 


	
   

  	
  CHASE BANK USA, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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