EXHIBIT 4.27


 


[FORM OF SENIOR
GUARANTEED DEBT SECURITY OF CREDIT SUISSE GROUP FINANCE (LUXEMBOURG) S.A.]


 


[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 (LUXEMBOURG) S.A.


 


[     %]
[Note]

[Sinking Fund Debenture]

Due                     


 


GUARANTEED AS TO PAYMENT OF PRINCIPAL,

PREMIUM, IF ANY, AND INTEREST BY

CREDIT SUISSE GROUP


 


CREDIT SUISSE GROUP FINANCE (LUXEMBOURG) S.A., a corporation
organized under the laws of Luxembourg (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 (LUXEMBOURG)
S.A. has caused this [Note][Debenture] to be duly executed.


 


	
   

  	
  CREDIT SUISSE GROUP
  FINANCE 

  (LUXEMBOURG) S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 (LUXEMBOURG) S.A.


 


[    %]
[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 senior 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 may then 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.


 


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] and
integral multiples 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].


 


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), 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 (Luxembourg) S.A.,
a corporation organized under the laws of Luxembourg (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 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 ranked equally and pari passu with all other
unsecured and unsubordinated debt of the Guarantor.


 

















 


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 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.