Exhibit 4.29


 


[FORM OF
SUBORDINATED GUARANTEED DEBT SECURITY OF CREDIT SUISSE

GROUP FINANCE (GUERNSEY) LIMITED]


 


[FACE OF [NOTE]
[DEBENTURE]]


 


PRINCIPAL AMOUNT: 
         

CUSIP:           

No.:           


 


[Unless and until it is exchanged in whole or in part
for [Notes] [Debentures] in definitive registered form, this [Note] [Debenture]
may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.]


 


CREDIT SUISSE GROUP
FINANCE (GUERNSEY) LIMITED


 


[    %]
[Note]

[Sinking Fund Debenture]

Due          


 


GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP


 


 


CREDIT SUISSE GROUP FINANCE (GUERNSEY) LIMITED, a
limited company organized under the laws of Guernsey (the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to         ,
or registered assigns, at the office or agency of the Company in New York, New
York, the principal sum of         dollars
on                ,
in the coin or currency of the United States, and to pay interest, [semi-annually]
on        and       
of each year, commencing           ,
on said principal sum at said office or agency, in like coin or currency, at
the rate per annum specified in the title of this [Note] [Debenture], from the      
or the       , as the case may be, next preceding
the date of this [Note] [Debenture] to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this [Note] [Debenture],
or unless no interest has been paid or duly provided for on these [Notes]
[Debentures], in which case from           ,
until payment of said principal sum has been made or duly provided for; provided,
that payment of interest may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear on the Security register or by wire transfer as provided in the
Indenture.  Notwithstanding the
foregoing, if the date hereof is after the   th day of      
or        , as the case may be, and before the
following        or       ,
this [Note] [Debenture] shall bear interest from such       
or       ; provided, that if the Company
shall default in the payment of interest due on


 

















 


such      
or      , then this [Note] [Debenture] shall bear
interest from the next preceding       or      ,
to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for on these [Notes] [Debentures], from         .  The interest so payable on any     
or      will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the person in whose
name this [Note] [Debenture] is registered at the close of business on the     
or       , as the case may be, next preceding
such       or       ,
whether or not such day is a Business Day.


 


Reference is made to the further provisions of this
[Note] [Debenture] set forth on the reverse hereof.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 


This [Note] [Debenture] 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.


 

















 


IN WITNESS WHEREOF, CREDIT SUISSE GROUP FINANCE (GUERNSEY)
LIMITED has caused this [Note][Debenture] to be duly executed.


 


	
   

  	
  CREDIT SUISSE GROUP
  FINANCE

  (GUERNSEY) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated:


 


	
   

  	
  JPMORGAN CHASE BANK,
  N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 

















 


REVERSE OF [NOTE]
[DEBENTURE]]


 


CREDIT SUISSE GROUP
FINANCE (GUERNSEY) LIMITED


 


[       %]
[Note]

[Sinking Fund Debenture]

Due         


 


GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP


 


This [Note] [Sinking Fund Debenture] is one of a duly
authorized issue of debentures, notes, bonds or other evidences of indebtedness
of the Company (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a subordinated
indenture dated as of           
(herein called the “Indenture”), among the Company, Credit Suisse Group, as
guarantor (the “Guarantor,” which term includes any successor guarantor under
the Indenture) and JPMorgan Chase Bank, N.A., as trustee (herein called the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities, including the Guarantee endorsed
hereon.  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 in the Indenture provided.  This [Note] [Debenture] is one of a series
designated as the [      %] [Notes] [Sinking Fund
Debentures] Due         of the Company,
limited in aggregate principal amount to $          .


 


Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  The
Company shall pay interest on overdue Principal and, to the extent lawful, on
overdue installments of interest at the rate per annum borne by this [Note]
[Debenture].  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.


 


In case an Event of Default (as defined in the
Indenture) with respect to the [     %] [Notes]
[Sinking Fund Debentures] Due      shall have occurred and
be continuing, the Principal hereof and the interest accrued hereon, if any,
may be declared, and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in the
Indenture.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the obligations of the Company under the
Indenture and this [Note] [Sinking Fund Debenture] are Guaranteed pursuant to
the Guarantee endorsed hereon.


 

















 


The Indenture contains provisions which provide that,
without prior notice to any Holders, the Company, the Guarantor and the Trustee
may amend the Indenture, the Guarantee and the Securities of any series with
the written consent of the Holders of a majority in principal amount (or, if
any Securities are Original Issue Discount Securities, such portion of the
Principal as then may be accelerated) 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 (or, if any Securities are
Original Issue Discount Securities, such portion of the Principal as then may
be accelerated) of the outstanding Securities of all series affected thereby
(all such series voting as one class) by written notice to the Trustee may
waive future compliance by the Company and the Guarantor with any provision of
the Indenture, the Guarantee or the Securities of such series; 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 thereof or the rate of interest thereon (including any
amount in respect of original issue discount), 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, insolvency or similar proceedings, or change
any place of payment where, or the currency in which, any Security or the
interest thereon is payable, modify any right to convert or exchange such
Holder’s Security for another security to the detriment of the Holder, or impair
the right to institute suit for the enforcement of any such payment on or after
the due date therefor; (ii) reduce the percentage in principal amount of
outstanding Securities of the relevant series the consent of whose Holders is
required for any such supplemental indenture, or for any waiver of compliance
with certain provisions of the Indenture or certain Defaults 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.


 


It is also provided in the Indenture 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.


 


The Company, for itself and its successors, and each
Holder, by accepting the [Notes] [Debentures], agrees that the payment of the
Principal of and interest on the [Notes] [Debentures] is subordinated, to the
extent and in the manner provided in the Indenture, to the right of payment in
full of all present and future Senior Indebtedness, and that the subordination
provisions in the Indenture are for the benefit of the Holders of Senior
Indebtedness.


 


No reference herein to the Indenture and no provision
of this [Note] [Debenture] or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
Principal of and interest on this [Note] [Debenture] in the manner, at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.


 


The [Notes] [Debentures] are issuable initially only
in registered form without coupons in denominations of [$2,000] or any integral
multiple of [$1,000] in excess thereof and are transferable and exchangeable at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture.


 


[This [Note] [Debenture] will not be redeemable at the
option of the Company prior to maturity.] [This [Note] [Debenture] is
redeemable prior to maturity            .]  [This Debenture is entitled to the benefits
of a mandatory sinking fund as follows:             .]


 


Upon due presentment for registration of transfer of
this [Note] [Debenture] at the office or agency of the Company in the Borough
of Manhattan, The City of New York, a new [Note or Notes] [Debenture or
Debentures] of authorized denominations for an equal aggregate principal amount
and with the Guarantee endorsed thereon 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 Guarantor, the Trustee and any agent
of the Company, the Guarantor or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this [Note] [Debenture] (whether or not
this [Note] [Debenture] shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving


 

















 


payment of, or on account
of, the Principal hereof and, subject to the provisions hereof, interest
hereon, and for all other purposes, and none of the Company, the Guarantor or
the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by any notice to the contrary.


 


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any [Note] [Debenture], or because of any indebtedness evidenced thereby,
shall be had against any incorporator as such, or against any past, present or
future stockholder, officer, director or employee, as such, of the Company, of
the Guarantor or of any successor, either directly or through the Company, the
Guarantor or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.


 


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


 


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


 


SUBORDINATED GUARANTEE


 


OF


 


CREDIT SUISSE GROUP


 


For value received,
Credit Suisse Group, a company organized under the laws of Switzerland, having
its principal executive offices at Paradeplatz 8, P.O. Box 1, CH 8070,
Zurich, Switzerland (herein called the “Guarantor,” which term includes any
Person as a successor Guarantor under the Indenture referred to in the Security
upon which this Guarantee is endorsed), subject to the prior payment in full of
all its existing and future Guarantor Senior Indebtedness and to the
subordination provisions contained in Article 12 of the Indenture, hereby
fully and unconditionally guarantees to the Holder of the Security upon which
this Guarantee is endorsed and to the Trustee on behalf of each such Holder the
due and punctual payment of the Principal of and interest on such Security and
the due and punctual payment of the sinking fund or analogous payments referred
to therein, if any, when and as the same shall become due and payable, whether
on the stated maturity date, by declaration of acceleration, call for
redemption or otherwise, according to the terms thereof and of the Indenture referred
to therein. In case of the failure of Credit Suisse Group Finance (Guernsey) Limited,
a limited company organized under the laws of Guernsey (herein called the “Borrower”,
which term includes any successor Person under such Indenture), to punctually
make any such payment of Principal or interest or any such sinking fund or
analogous payment, the Guarantor hereby agrees, subject to the subordination
provisions contained in Article 12 of the Indenture, to cause any such
payment


 

















 


to be made punctually
when and as the same shall become due and payable, whether on the stated
maturity date or by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Borrower.


 


The indebtedness
evidenced by this Guarantee is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all
Guarantor Senior Indebtedness, and this Guarantee is issued subject to the
subordination provisions of Article 12 of the Indenture with respect
thereto. The Holder of the Security upon which this Guarantee is endorsed, by
accepting the same, (i) agrees to and shall be bound by, such provisions, (ii) authorizes
and directs the Trustee on his, her or its behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (iii) appoints the Trustee his, her or its attorney-in-fact
for any and all such purposes. The Holder hereof, by his, her or its acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Guarantor
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.


 


Subject to the
subordination provisions of Article 12 of the Indenture, the Guarantor
hereby agrees that its obligations hereunder shall be as if it were the
principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Borrower with respect
thereto, by the Holder of such Security or the Trustee or any other
circumstance which may otherwise constitute a legal or equitable discharge of a
surety or Guarantor; provided, however, that, notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the Principal amount of such Security, or increase the
interest rate thereon, or alter the stated maturity date thereof, or increase
the principal amount of any Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the maturity thereof pursuant
to Article 7 of such Indenture. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Borrower, any right to require a proceeding first
against the Borrower, protest or notice with respect to such Security or the
indebtedness evidenced thereby or with respect to any sinking fund or analogous
payment required under such Security and all demands whatsoever, and covenants
that this Guarantee will not be discharged except by payment in full of the
Principal of and interest on such Security. 
This Guarantee is a guarantee of payment and not of collection.


 


The Guarantor shall be
subrogated to all rights of the Holder of such Security and the Trustee against
the Borrower in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of and
interest on all Securities of the same series issued under such Indenture shall
have been paid in full.


 


No reference herein to
such Indenture and no provision of this Guarantee or of such Indenture 


 

















 


shall alter or impair the
guarantees of the Guarantor, which, subject to the subordination provisions of Article 12
of the Indenture, are absolute and unconditional, of the due and punctual
payment of the Principal of and interest on, and any sinking fund or analogous
payments with respect to, the Security upon which this Guarantee is endorsed.


 


This Guarantee shall not
be valid or obligatory for any purpose until the certificate of authentication
of such Security shall have been manually executed by or on behalf of the
Trustee under such Indenture.


 


All terms used in this
Guarantee which are defined in such Indenture shall have the meanings assigned
to them in such Indenture.


 


This Guarantee shall be
governed by and construed in accordance with the laws of the State of New York.


 


Executed and dated the
date on the face hereof.


 


 


	
   

  	
  CREDIT SUISSE GROUP,

  as the Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


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


 


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


 


                                                                              


 


                                                                              

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


 


                                                                              

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


 


                                                                                                                                                                                   attorney
to transfer such [Note] [Debenture] 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] [Debenture] in every particular without
  alteration or enlargement or any change whatsoever.