Exhibit 4.13


 


[FORM OF]


AMENDED AND RESTATED


TRUST AGREEMENT


 


OF


 


CREDIT SUISSE GROUP
CAPITAL (DELAWARE) TRUST II


 


 


DATED AS OF [            ]


 

















 


	
   

  	
  ARTICLE I

  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  TRUST
  INDENTURE ACT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Trust
  Indenture Act; Application

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Lists
  of Holders of the Trust Preferred Securities

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Reports
  by the Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Periodic
  Reports to the Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Evidence
  of Compliance with Conditions Precedent

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Defaults;
  Waiver

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Notice
  of Default

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  CONTINUATION OF TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Continuation
  of Trust

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Trust
  Account

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Title
  to Trust Property

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Situs
  of Trust

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Assets
  of the Trust

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Liability
  of Holders of the Trust Preferred Securities

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  FORM OF TRUST
  PREFERRED SECURITIES, EXECUTION AND DELIVERY, TRANSFER 

  	
   

  
	
   

  	
  AND SURRENDER OF
  TRUST PREFERRED SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Form and
  Transferability of Trust Preferred Securities

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Issuance
  of Trust Preferred Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Registration,
  Transfer and Exchange of Trust Preferred Securities

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Lost
  or Stolen Trust Preferred Securities, Etc.

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Cancellation
  and Destruction of Surrendered Certificates

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Surrender
  of Trust Preferred Securities and Withdrawal of Company Preferred Securities

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Redeposit
  of Company Preferred Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Filing
  Proofs, Certificates and Other Information

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 4.09

  	
  Ownership of Trust Common Securities by the
  Grantor

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  DISTRIBUTIONS AND OTHER RIGHTS OF HOLDERS OF TRUST
  PREFERRED SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Periodic
  Distributions

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Redemptions

  	
  17

  



 


i

















 


	
  Section 5.03.

  	
  Distributions
  in Liquidation of Grantor

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
  Fixing
  of Record Date for Holders of the Trust Preferred Securities

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 5.05.

  	
  Payment
  of Distributions

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 5.06.

  	
  Voting
  Rights

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Eligibility

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Obligations
  of the Trustee

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Resignation
  and Removal of the Trustee; Appointment of Successor Trustee

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Notices

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Status
  of Trust

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  [Reserved]

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Indemnification
  by the Grantor and Guarantor

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Fees,
  Charges and Expenses

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
  26

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  AMENDMENT AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Supplemental
  Trust Agreement

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Termination

  	
  28

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Counterparts

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Exclusive
  Benefits of Parties

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Invalidity
  of Provisions

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Notices

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Holders
  of the Trust Preferred Securities Are Parties

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Governing
  Law

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Headings

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 8.08.

  	
  Trust
  Preferred Securities Non-Assessable and Fully Paid

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 8.09.

  	
  No
  Preemptive Rights

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 8.10.

  	
  Survival

  	
  30

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Trust Preferred Securities

  	
   

  



 


ii

















 


CROSS-REFERENCE TABLE(1)


 


	
  Section of Trust Indenture Act

  of 1939, as amended

  	
   

  	
  Amended and Restated Trust Agreement

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  6.01, 6.09(b)(i)

  
	
  310(b)

  	
   

  	
  6.01

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(a)

  	
   

  	
  2.02(a)

  
	
  311(b)

  	
   

  	
  2.02(b)

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  2.02(a)

  
	
  312(b)

  	
   

  	
  2.02(b)

  
	
  313

  	
   

  	
  2.03

  
	
  314(a)

  	
   

  	
  2.04

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  2.05

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(e)

  	
   

  	
  2.05

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  6.02

  
	
  315(b)

  	
   

  	
  2.07

  
	
  315(c)

  	
   

  	
  6.02

  
	
  315(d)

  	
   

  	
  6.02

  
	
  316(a)

  	
   

  	
  2.06, 5.06

  
	
  316(c)

  	
   

  	
  5.04

  



 






(1)          This Cross-Reference Table
does not constitute part of the Agreement and shall not affect the
interpretation of any of its terms or provisions.


 


iii

















 


[FORM OF]


AMENDED AND
RESTATED

TRUST AGREEMENT

OF

CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST II


 


This AMENDED AND RESTATED TRUST AGREEMENT,
dated as of [          ], is
among [Credit Suisse Group Capital (Delaware) LLC II, a Delaware limited
liability company][Credit Suisse Group Capital (Guernsey) IX Limited, a
Guernsey limited company], as grantor (the “Grantor”), Chase Bank USA,
National Association, a national banking association, as trustee (the “Trustee”),
and the Holders (as defined herein) from time to time of Trust Preferred
Securities (as defined herein) to be issued pursuant to this Trust Agreement.


 


WITNESSETH


 


WHEREAS, the Trustee and Credit Suisse
Group Capital (Delaware) LLC II established Credit Suisse Group Capital
(Delaware) Trust II (the “Trust”) under the Delaware Statutory Trust Act
(12 Del. C. Section 3801, et seq.) (as amended from time to time, the “Statutory
Trust Act”), pursuant to a trust agreement, dated as of March 24, 2006
(the “Original Trust Agreement”), and a Certificate of Trust for the
Trust was filed with the Secretary of State of the State of Delaware on March 24,
2006;


 


WHEREAS, the Trustee and the Grantor hereby
desire to continue the Trust and to amend and restate in its entirety the
Original Trust Agreement; and


 


WHEREAS, the Trust proposes to issue and sell $[                ] aggregate liquidation amount of [                    ] (the “Trust Preferred
Securities”), guaranteed on a subordinated basis by Credit Suisse Group, a
company organized under the laws of Switzerland (the “Guarantor”);


 


NOW, THEREFORE, in consideration of the
premises contained herein and intending to be legally bound hereby, it is
agreed among the parties hereto to amend and restate in its entirety the Original
Trust Agreement as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01.                             Definitions. The following definitions
shall apply to the respective terms (in the singular and plural forms of such
terms) used in this Trust Agreement and the Trust Preferred Securities:


 


“Affiliate” of any specified Person
means any other Person controlling or controlled by or under common control
with such specified Person. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly whether through
the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


1

















 


“Business Day” means any day that is
not a Saturday or Sunday and that is not a day on which banking institutions
are generally authorized or obligated by law, regulation or executive order to
close in the City of New York or Newark, Delaware [If Trust Preferred Securities will be listed on a stock exchange, list
location of such exchange].


 


“Clearing Agency” has the meaning
set forth in Section 4.06.


 


“Clearing Agency Participant” means
a broker, dealer, bank, other financial institution or other Person for whom
from time to time the Clearing Agency effects book-entry transfers and pledges
of interest in securities deposited with the Clearing Agency.


 


“Clearstream” means Clearstream,
Luxembourg société anonyme.


 


“Code” has the meaning specified in
Section 4.03(d).


 


“Company” means [Credit Suisse Group
Capital (Delaware) LLC II][Credit Suisse Group Capital (Guernsey) IX Limited].


 


[“Company Preferred Securities”
means $[                    ]
aggregate liquidation preference of [                 ]
issued by the Company and guaranteed on a subordinated basis by the Guarantor.]


 


[“Company Preferred Securities Certificate” means the Company
Preferred Security certificates evidencing Company Preferred Securities held by
the Trustee [If the Company Preferred
Securities may be withdrawn from the Trust insert: (unless
withdrawn under Section 4.06)] from time to time under this Trust
Agreement for the benefit of Holders of the Trust Preferred Securities.]


 


[“Company Securities Agreement”
means the [LLC Agreement][Memorandum and Articles of Association], as from time
to time amended, modified or supplemented.]


 


“Corporate Office” means the principal corporate office of the
Trustee at which at any particular time its business in respect of matters
governed by this Trust Agreement shall be administered, which at the date of
this Trust Agreement is located at Chase Bank USA, National Association, c/o
JPMorgan Chase, 500 Stanton Christiana Road, Building 4 (Third Floor), Newark,
Delaware 19713, facsimile: [      ].


 


[“Corresponding Amount” means (i) for each $[1,000]
liquidation amount of Trust Preferred Securities, $[1,000] liquidation
preference of Company Preferred Securities and (ii) for each $[1,000]
liquidation preference of Company Preferred Securities, $[1,000] liquidation
amount of Trust Preferred Securities.]


 


“Definitive Trust Preferred Securities
Certificate” means any definitive permanent registered Trust Preferred
Securities issued in exchange for all or a part of the Global Certificate
and no longer held by DTC.


 


“Distribution Date” means a date
that is a [Dividend][Interest][other] Payment Date as specified in the [Company
Securities Agreement][Subordinated Notes][Eligible Investments].


 


2

















 


[“Dividend” has the meaning specified in the Company Securities
Agreement for “dividend.”]


 


“DTC” means The Depository Trust
Company.


 


“ERISA” has the meaning specified in
Section 4.03(d).


 


[“Eligible Investments” [has the
meaning specified in [the Company Securities Agreement] [means, pursuant to the
investment policies from
time to time of the Guarantor, the assets or
investments which the Trust may hold and consist of (i) the Subordinated Notes; (ii) other securities issued by
the Guarantor acting through a branch, agency, other
office or Affiliate; or
(iii) securities of any entity unaffiliated with the Guarantor].]


 


“Euroclear” means Euroclear Bank
S.A./N.V., as operator of the Euroclear System (or its successor).


 


“Global Certificate” means the
single global Trust Preferred Securities Certificate held by DTC representing
the Trust Preferred Securities issued by the Trust.


 


“Grantor” has the meaning specified
in the preamble to this Trust Agreement.


 


“Guarantee Payments” has the meaning
specified in the Subordinated Guarantee.


 


“Guarantor” has the
meaning specified in the recitals to this Trust Agreement.


 


“Holder” means the Person in whose
name a Trust Preferred Security is registered on the Register maintained by the
Registrar for such purposes.


 


[“Interest Payment” has the meaning
specified in the Subordinated Note.]


 


[“Interest Payment Date” has the
meaning specified in the Subordinated Note.]


 


“Investment Company Act” means the
U.S. Investment Company Act of 1940, as amended from time to time, or any
successor legislation.


 


“Investment Company Event” means the receipt by the Guarantor of
an opinion of a nationally recognized law firm in the United States experienced
in such matters to the effect that there is more than an insubstantial risk
that the Trust is an “investment company” within the meaning of the Investment Company Act.


 


[“Liquidation Preference” has the
meaning specified in the Company Securities Agreement.]


 


“List of Holders” has the meaning
specified in Section 2.02(a).


 


[“LLC Agreement” means the Amended
and Restated Limited Liability Company Agreement of the Grantor, dated as of [          ],
and as from time to time amended, modified or supplemented.]


 


“Majority” has the meaning specified
in Section 2.06(a).


 


3

















 


[“Memorandum and Articles of Association”
means the Memorandum and Articles of Association of the Grantor, as from time
to time amended, modified or supplemented.]


 


“Officers’ Certificate” means a
certificate signed in the name of the Grantor by any two of its officers and
delivered to the Trustee.


 


“Opinion of Counsel” means the
written opinion of counsel, who may be counsel to the Grantor, and who
shall be reasonably acceptable to the Trustee.


 


“Original Trust Agreement” has the
meaning specified in the recitals to this Trust Agreement.


 


“Owner” has the meaning specified in
Section 4.06.


 


“Paying Agent” means the Person or
Persons from time to time appointed and acting as Paying Agent as provided in Section 5.05
and shall initially be JPMorgan Chase Bank, N.A. [If the Trust Preferred Securities will be listed on a
stock exchange insert paying agents required by such exchange]


 


“Person” means any individual,
general partnership, corporation, limited partnership, limited liability
company, joint venture, trust, statutory trust, cooperative or association and
the heirs, executors, administrators, legal representatives, successors and
assigns of such Person where the context so admits.


 


“Plan” has the meaning specified in Section 4.03(d).


 


“Potential Securityholder” has the
meaning assigned to it in Section 4.09.


 


“Qualified Subsidiary” means a
subsidiary of the Guarantor which satisfies the conditions to be considered a “company
controlled by the parent company” under Rule 3a-5 of the Investment
Company Act, or any successor provision.


 


“Redemption Date” has the meaning
specified in Section 5.02.


 


“Register” has the meaning specified
in Section 4.03.


 


“Registrar” means any bank or trust
company appointed to register Trust Preferred Securities and transfers thereof
as herein provided, and shall initially be JPMorgan Chase Bank, N.A.


 


“Regular Distribution” has the
meaning specified in Section 5.04.


 


“Securities Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Similar Law” has the meaning
specified in Section 4.03(d).


 


4

















 


“Statutory Trust Act” has the
meaning specified in the recitals to this Trust Agreement.


 


“Subordinated Guarantee” means the
guarantee, on a subordinated basis, of the [Trust][Company] Preferred
Securities, pursuant to the [Trust][Company] Preferred Securities Subordinated
Guarantee Agreement, dated as of [          ],
between the Guarantor and JPMorgan Chase Bank, N.A. as from time to
time amended, modified or supplemented.


 


[“Subordinated Notes” means the [       ]%
subordinated notes due [          ]
of the Guarantor or one of its branches or subsidiaries and any successor
subordinated notes that may constitute the Trust Estate.]


 


“Tax Event” means the receipt by the Guarantor or any of its Affiliates of an opinion of a nationally recognized law firm or other tax
advisor (which may be an accounting firm) in Switzerland or the United
States, as appropriate, experienced in such matters to the effect that there is
more than an insubstantial risk that (A) the Trust is or will be subject
to more than a de minimis amount of franchise, corporate or income taxes,
duties or other governmental charges in addition to the amount it is subject to
as of the date hereof, (B) [the Guarantor or one of its branches or subsidiaries under the Subordinated
Notes] [or the obligor under the Eligible Investments] is
or will be required to pay any additional amounts in respect of any taxes,
duties or other governmental charges with respect to payments of interest or
principal on such [Subordinated Notes] [Eligible Investments] or with respect to any
payments on the Trust Preferred Securities, (C) the Trust is or will be
required to pay any additional amounts in respect of any taxes, duties or other
governmental charges with respect to distributions on the Trust Preferred
Securities, or (D) the treatment of any of the Trust’s items of
income, gain, loss, deduction or expense, or the treatment of any item of
income, gain, loss, deduction or expense of [the Guarantor or one of its branches or
subsidiaries related to the Subordinated Notes] [the
obligor related to the Eligible Investments], in each case as reflected on
the tax returns (including estimated returns) filed (or to be filed) by the Trust or the Guarantor or one of its branches
or subsidiaries, will not be respected by a taxing
authority, as a result of which the Trust or the Guarantor or one of its branches or subsidiaries is or will be subject to more than a de minimis amount of
additional taxes, duties or other governmental charges or civil liabilities.


 


“Transfer Agent” means the Person or
Persons from time to time appointed and acting as Transfer Agent as provided in
Section 4.03(c) and shall initially be JPMorgan Chase Bank, N.A  [If the Trust Preferred Securities will be listed on a
stock exchange insert transfer agent required by such exchange]


 


“Trust” has the meaning specified in
the recitals to this Trust Agreement.


 


“Trust Agreement” means this Trust
Agreement, as the same may be amended, modified or supplemented from time
to time.


 


5

















 


“Trust Common Securities” means the
securities representing common undivided beneficial interests in the Trust.


 


“Trustee” means the party named as
the “Trustee” in the preamble to this Trust Agreement until a successor
replaces it pursuant to the applicable provisions of this Trust Agreement and,
thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.


 


“Trust Estate” means all right,
title and interest of the Trust in and to [the Company Preferred
Securities] [the Subordinated Notes] [Eligible Investments] [and the related rights of the Trust under
the Subordinated Guarantee], from time to time held by
the Trustee hereunder, and all distributions and payments with respect thereto.
“Trust Estate” shall not include any amounts paid or payable to the Guarantor
pursuant to this Trust Agreement, including, without limitation, fees, expenses
and indemnities.


 


“Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended.


 


“Trust Preferred Securities” has the
meaning specified in the recitals to this Trust Agreement.


 


“Trust Preferred Securities Certificate”
means a Trust Preferred Securities certificate issued hereunder evidencing
Trust Preferred Securities, substantially in the form of Exhibit A,
except as otherwise required by DTC.


 


“U.S. dollars,” “dollars”, “U.S.$”
and “$” mean the currency of the United States of America.


 


ARTICLE II

TRUST INDENTURE ACT


 


Section 2.01.                             Trust Indenture Act; Application. (a) 
This Trust Agreement is subject to the provisions of the Trust Indenture Act
that are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions. A term defined in the Trust
Indenture Act has the same meaning when used in this Trust Agreement, unless
otherwise defined in this Trust Agreement or unless the context otherwise
requires.


 


(b)                                 If and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


(c)                                  The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Preferred Securities as equity
securities representing undivided beneficial interests in the Trust Estate.


 


Section 2.02.                             Lists of Holders of the Trust Preferred Securities. (a)  If the Trust Preferred Securities are not held in the form of
a Global Certificate registered in the name of DTC or its nominee, the Grantor
shall provide the Trustee a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of the Trust Preferred
Securities 


 


6

















 


(each such
list, a “List of Holders”) (i) within 14 days after each record
date for payment of [Dividends][Interest Payments][other payments], as of such
record date and (ii) at any other time, within 30 days of receipt by the
Trust of a written request from the Trustee for such List of Holders, as of a
date no more than 14 days before such List of Holders is given to the Trustee.
The Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in the List of Holders given to it or
which it receives in the capacity as Paying Agent (if acting in such capacity);
provided that the Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.


 


(b)                                 The Trustee shall comply with its obligations under Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.


 


Section 2.03.                             Reports by the Trustee. Within 60 days
after [May 1] of each year, the Trustee shall provide to the Holders of
the Trust Preferred Securities such reports as are required by Section 313(a) of
the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Trustee shall also comply with
the other requirements of Section 313 of the Trust Indenture Act.


 


Section 2.04.                             Periodic Reports to the Trustee. The
Grantor shall provide to the Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act
in the form and manner and at the times required by Section 314 of
the Trust Indenture Act, such compliance certificate to be provided by the
Grantor within [      ] days after the end of
each fiscal year of the Grantor, commencing with the fiscal year ending [         ],
200[      ]. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Trust’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates furnished by the Grantor).


 


Section 2.05.                             Evidence of Compliance with Conditions Precedent. The Grantor shall provide to the Trustee evidence of compliance
with the conditions precedent, if any, provided for in this Trust Agreement
that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be
given in the form of an Officers’ Certificate.


 


Section 2.06.                             Defaults; Waiver. (a)  If this
Trust Agreement, as amended or restated, shall provide for any defaults with
respect to the Trust Preferred Securities, the Holders of a Majority in
liquidation amount of the Trust Preferred Securities may, by vote, on behalf of
the Holders of all of the Trust Preferred Securities, waive any past default in
respect of the Trust Preferred Securities and its consequences[; provided
that, if the default is also a default in respect of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] and:


 


(i)                                     is not waivable under the [Company Securities
Agreement][Subordinated Notes][Eligible Investments], the default under this
Trust Agreement shall also not be waivable; or


 


7

















 


(ii)                                  requires the consent or vote of the holders of more than 50% (a “Majority”)
of the [aggregate Liquidation Preference of the Company Preferred
Securities][aggregate principal amount of the Subordinated Notes][amount of
Eligible Investments] to be waived under the [Company Securities
Agreement][Subordinated Notes][Eligible Investments], the default under this
Trust Agreement may only be waived by the vote of the Holders of at least
the relevant Majority in liquidation amount of the Trust Preferred Securities].


 


The foregoing provisions of this Section 2.06(a) shall
be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Trust Agreement and the Trust Preferred
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any default with respect to the Trust
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Trust Agreement, but no such waiver shall extend to any
subsequent or other default with respect to the Trust Preferred Securities or
impair any right consequent thereon.


 


(b)                                 A waiver of any default provided for under the [Company Securities
Agreement][Subordinated Notes][Eligible Investments] by the Trustee at the
direction of the Holders of the Trust Preferred Securities constitutes a waiver
of the corresponding default, if any, under this Trust Agreement. The foregoing
provisions of this Section 2.06(b) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Trust Agreement and the
Trust Preferred Securities, as permitted by the Trust Indenture Act.


 


Section 2.07.                             Notice of Default. If this Trust
Agreement, as amended or restated, shall provide for any defaults with respect
to the Trust Preferred Securities, the Trustee shall, within 90 days after the
occurrence of a default with respect to the Trust Preferred Securities,
transmit by mail, first class postage prepaid, to the Holders of the Trust
Preferred Securities, notices of all defaults with respect to the Trust
Preferred Securities actually known to an officer of the Trustee responsible
for the administration of this Trust Agreement, unless such defaults shall have
been cured before the giving of such notice; provided that, the Trustee
shall be protected in withholding such notice if and so long as the Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders of the Trust Preferred Securities.


 


The Trustee shall not be deemed to have
knowledge of any default with respect to the Trust Preferred Securities unless
an officer of the Trustee in its Corporate Office shall have received written
notice thereof from the Grantor or a Holder of any Trust Preferred Securities,
or an officer of the Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such default.


 


ARTICLE III

CONTINUATION OF TRUST


 


Section 3.01.                             Continuation of Trust. (a)  The
Trust continued hereby shall be known as “Credit Suisse Group Capital
(Delaware) Trust II,” in which name the Trust, and the Trustee on behalf of the
Trust, may engage in the transactions contemplated hereby, make and 


 


8

















 


execute
contracts and other instruments and sue and be sued. It is the intention of the
parties that the Trust continued hereby constitute a statutory trust under the
Statutory Trust Act and that this Trust Agreement constitute the governing
instrument of the Trust. The Trust exists for the exclusive purposes of (i) issuing
and selling Trust Preferred Securities representing an undivided beneficial
interest in the Trust Estate and to use the proceeds from such sale to acquire
the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments],
(ii) entering into and performing its duties under the related documents
to which it is a party and (iii) engaging in only those other activities
necessary or incidental thereto. The Grantor hereby delivers to the Trustee for
deposit in the Trust [one or more Company Preferred Securities Certificates
representing Company Preferred Securities with an aggregate Liquidation
Preference] [Subordinated Notes in an aggregate principal amount] [Eligible
Investments in an amount] of $[                  ]
for the benefit of the Holders of the Trust Preferred Securities. To the
fullest extent permitted by law, without the need for any other action of any
Person, including the Trustee or any other Holder, each Holder shall be
entitled to enforce, in the name of the Trust, the rights of the Trust under
the [Company Preferred Securities][Subordinated Notes][Eligible
Investments][and the related rights under the Subordinated Guarantee]
represented by the Trust Preferred Securities held by such Holder. Any recovery
on such an enforcement action shall belong solely to such Holder who brought
the action, not to the Trust, the Trustee or any other Holder individually or
to the Holders as a group. The Trustee shall have the power and authority
(subject to the Trustee’s rights, privileges and protections in Section 6.02
and elsewhere herein) to enforce any of the Trust’s rights in respect of the
[Company Preferred Securities][Subordinated Notes][Eligible Investments] which
are not enforced by any Holder. Subject to Section 7.02, the Trust shall
be irrevocable.


 


(b)                                 The Trustee hereby acknowledges receipt of [one or more Company
Preferred Securities Certificates representing Company Preferred Securities
with an aggregate Liquidation Preference] [Subordinated Notes in an aggregate
principal amount] [Eligible Investments in an amount] of $[            ]
registered in the name of the Trust, and its acceptance on behalf of the Trust
of the [Company Preferred Securities] [Subordinated Notes] [Eligible
Investments], and declares that the Trust shall hold the [Company Preferred
Securities] [Subordinated Notes] [Eligible Investments] for the benefit of the
Holders of the Trust Preferred Securities.


 


Section 3.02.                             Trust Account. The Trustee shall open an
account with a banking institution authorized to exercise corporate trust
powers and having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by a federal or state banking authority. Such
account shall be entitled “Credit Suisse Group Capital (Delaware) Trust II —
Trust Account.”  All distributions
received by the Trustee on behalf of the Trust in respect of the [Company
Preferred Securities][Subordinated Notes][Eligible Investments] (which payments
shall include, but not be limited to, any Guarantee Payments made pursuant to
the Subordinated Guarantee) shall be deposited in such account by the Trustee
until distributed as provided in Article V.


 


Section 3.03.                             Title to Trust Property. Legal title to
the Trust Estate shall be vested at all times in the Trustee on behalf of the
Trust.


 


Section 3.04.                             Situs of Trust. The situs of the Trust
shall be in Newark, Delaware or in such other places in the State of Delaware
where the Corporate Office may from time to time be located. The account
described in Section 3.02 shall be maintained with a bank in the State of
Delaware. The Trustee shall cause the books and records of the Trust to be
maintained 


 


9

















 


at the
Corporate Office. The Trust Estate shall be held in the State of Delaware. Notwithstanding
the foregoing, the Trustee may transfer such of the books and records,
assets (including without limitation, the [Company Preferred
Securities][Subordinated Notes][Eligible Investments]) and accounts of the
Trust to a co-trustee appointed pursuant to Section 6.09 or to such agents
as it may appoint in accordance with Section 6.02 (in either case,
whether located within or outside the State of Delaware), as shall be
reasonably necessary (and for so long as may be reasonably necessary) to
enable such co-trustee or agents to perform the duties and obligations for
which such co-trustee or agents may be so employed.


 


Section 3.05.                             Assets of the Trust. The only assets of
the Trust shall be the Trust Estate. The Trust may not acquire any assets,
issue any equity securities or any debt securities, or engage in any activities
other than as expressly provided for herein.


 


Section 3.06.                             Liability of Holders of the Trust Preferred Securities. With respect to the Trust, Holders of the Trust Preferred
Securities shall be entitled to the same limitation of personal liability to
which stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware are extended.


 


ARTICLE IV

FORM OF TRUST PREFERRED SECURITIES, EXECUTION AND DELIVERY,

TRANSFER AND SURRENDER OF TRUST PREFERRED SECURITIES


 


Section 4.01.                             Form and Transferability of Trust Preferred Securities. (a)  Except as otherwise required by DTC, the Trust Preferred
Securities shall be in substantially the form set forth in Exhibit A,
with the appropriate insertions, modifications and omissions, as hereinafter
provided or as shall be agreed between the Grantor and the Trustee.


 


(b)                                 The Trust Preferred Securities shall be issued in denominations of
$[2,000] liquidation amount and whole-number multiples of $[1,000] in excess
thereof. All Trust Preferred Securities shall be dated the date of their
execution or countersignature.


 


(c)                                  Trust Preferred Securities may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Trust Agreement as may be
required by the Trustee or the Grantor or any applicable law or regulation or
the rules and regulations of any securities exchange upon which the Trust
Preferred Securities may be listed or to conform with any usage with
respect thereto.


 


(d)                                 Title to any Trust Preferred Security that is properly endorsed or
accompanied by a properly executed instrument of transfer or endorsement shall
be transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until the transfer shall be
registered on the Register as provided in Section 4.03, the Trust, the
Trustee, the Registrar and the Grantor may, notwithstanding any notice to the
contrary, treat the Holder thereof at such time as the absolute owner thereof
for the purpose of determining the Person entitled to distributions (subject to
Section 5.04) or to any notice provided for in this Trust Agreement and
for all other purposes.


 


(e)                                  Trust Preferred Securities shall be executed by the Trustee by the
manual signature of a duly authorized officer of the Trustee; provided, however,
that such signature may 


 


10

















 


be a facsimile
if a Registrar (other than the Trustee) shall have countersigned the Trust
Preferred Security by manual signature of a duly authorized officer of the
Registrar. No Trust Preferred Security shall be entitled to any benefit under
this Trust Agreement or be valid or obligatory for any purpose unless it shall
have been executed as provided in the preceding sentence. The Registrar shall
record on the Register each Trust Preferred Security executed as provided above
and delivered as hereinafter provided. Trust Preferred Securities bearing the
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trustee shall be validly
issued notwithstanding that such individuals or any of them shall have ceased
to be so authorized prior to the delivery of such Trust Preferred Securities or
did not hold such offices at the date of delivery of such Trust Preferred
Securities.


 


Section 4.02.                             Issuance of Trust Preferred Securities. (a) 
The Trustee having received on behalf of the Trust one or more [Company
Preferred Securities Certificates representing Company Preferred Securities
with an aggregate Liquidation Preference] [Subordinated Notes in an aggregate
principal amount] [Eligible Investments in an amount] of $[                ]
and having acknowledged such receipt in Section 3.01(b), subject to the
terms and conditions of this Trust Agreement, the Trustee, on behalf of the
Trust, shall execute and deposit a single Global Certificate with DTC or its
nominee or the custodian therefor, DTC or its nominee thereupon becoming the
initial Holder of the Trust Preferred Securities.


 


(b)                                 Beneficial interests in the Trust Preferred Securities represented
by a Global Certificate will be evidenced by, and transfers thereof will be
effected only through, records maintained by the Clearing Agency Participants. Unless
and until Definitive Trust Preferred Securities Certificates have been issued
to the Owners pursuant to Section 4.03(c):


 


(i)                                     the provisions of this Section 4.02(b) shall be in full
force and effect;


 


(ii)                                  the Trust and the Trustee shall be entitled to deal with the
Clearing Agency for all purposes of this Trust Agreement (including the payment
of distributions on the Global Certificate and receiving approvals, votes or
consents hereunder) as the Holder of the Trust Preferred Securities and the
sole Holder of the Global Certificate, and shall have no obligation to the
Owners;


 


(iii)                               to the extent that the provisions of this Section 4.02(b) conflict
with any other provisions of this Trust Agreement, the provisions of this Section 4.02(b) shall
control; and


 


(iv)                              the rights of the Owners shall be exercised only through the
Clearing Agencies and shall be limited to those established by law and
agreements between such Owners and the relevant Clearing Agency and/or the
Clearing Agency Participants, and the Clearing Agency shall receive and
transmit payments of distributions on the Global Certificate to such Clearing
Agency Participants. The Clearing Agency will make book-entry transfers among
the Clearing Agency Participants; provided, that solely for the purposes
of determining whether the Holders of the requisite amount of Trust Preferred
Securities have voted on any matter provided for in this Trust Agreement, so
long as Definitive Trust Preferred Securities Certificates have not been issued
to the Owners pursuant to Section 4.03(c), the Trustee may conclusively
rely on, and shall be fully 


 


11

















 


protected in relying on, any written
instrument (including a proxy) delivered to the Trustee by any Clearing Agency
setting forth the Owners’ votes or assigning the right to vote on any matter to
any other Persons either in whole or in part.


 


(c)                                  Notices to Clearing Agency. Whenever a notice or other communication
to the Holders is required under this Trust Agreement, unless and until
Definitive Trust Preferred Securities Certificates shall have been issued to
the Owners pursuant to Section 4.03(c), the Trustee shall give all such
notices and communications specified herein to be given to the Holders to the
Clearing Agency, and shall have no notice obligations to the Owners [If the Trust Preferred Securities will be listed on a
stock exchange insert any notices required by such exchange].


 


(d)                                 Appointment of Successor Clearing Agency. If any Clearing Agency
elects to discontinue its services as securities depositary with respect to the
Trust Preferred Securities, the Grantor and the Trust shall use their best
efforts to appoint a successor Clearing Agency with respect to the Trust
Preferred Securities.


 


(e)                                  None of the Grantor, the Trust or the Trustee nor any agent of the
Grantor, the Trust or the Trustee will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Certificate or maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


 


Section 4.03.                             Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the “Register”)
to be kept at the office of the Registrar in which, subject to such reasonable
regulations as the Trustee and the Registrar may prescribe, the Trustee
shall provide for the registration of Trust Preferred Securities and of
transfers and exchanges of Trust Preferred Securities as herein provided. In
the absence of appointing a third party, the Trustee shall serve as the
Registrar. JPMorgan Chase Bank, N.A. at its corporate trust office in New York,
New York is hereby appointed the initial Registrar. The Grantor may remove
the Registrar and, upon removal or resignation of the Registrar, appoint a
successor Registrar. Subject to the terms and conditions of this Trust
Agreement, the Registrar shall register the transfers on the Register from time
to time of Trust Preferred Securities upon any surrender thereof by the Holder
in person or by a duly authorized attorney, properly endorsed or accompanied by
a properly executed instrument of transfer or endorsement, together with evidence
of the payment of any transfer taxes as may be required by law. Upon such
surrender, the Trustee shall execute and, if applicable, the Registrar shall
countersign, a new Trust Preferred Security of a like aggregate liquidation
amount in accordance with Section 4.01(e) and deliver the same to or
upon the order of the Person entitled thereto.


 


(b)                                 At the option of a Holder, Trust Preferred Securities may be
exchanged for other Trust Preferred Securities in a like aggregate liquidation
amount. Upon surrender of a Trust Preferred Security at the office of the
Registrar or such other office as the Trustee may designate for the
purpose of effecting an exchange of Trust Preferred Securities, subject to the
conditions to transfer set forth in this Trust Agreement, the Trustee shall
execute and, if applicable, the Registrar shall countersign, and deliver a new
Trust Preferred Security of a like aggregate liquidation amount as the Trust
Preferred Security surrendered.


 


12

















 


As a condition precedent to the
registration of the transfer or exchange of any Trust Preferred Security, the
Registrar may require (i) production of proof satisfactory to it as
to the identity and genuineness of any signature; (ii) compliance with
such regulations, if any, as the Trustee or the Registrar may establish
not inconsistent with the provisions of this Trust Agreement; and (iii) such
other information as the Registrar may reasonably request.


 


No Holder may require the transfer of
any Trust Preferred Security to be registered during the period of fifteen days
ending on the due date for any payment of the liquidation amount on the Trust
Preferred Securities. The Trust shall not be required to register, or cause
others to register, the transfer of Trust Preferred Securities after such Trust
Preferred Securities have been called for redemption.


 


Registration of transfers of Trust
Preferred Securities, including Trust Preferred Securities Certificates, shall
be made without charge by the Trust, but the transferor must pay any tax or
governmental charge that may be imposed in relation to the transfer,
together with any indemnity that the Trust or the Guarantor or
the Transfer Agent may require.


 


(c)                                  The Global Certificate is exchangeable for Definitive Trust
Preferred Securities Certificates in registered form if: (i) DTC
notifies the Grantor that it is unwilling or unable to continue as depositary
for the Global Certificate and the Grantor does not appoint a successor
depositary within 90 days, (ii) DTC has ceased to be a clearing agency
registered under the Securities Exchange Act and the Grantor does not appoint a
successor depositary within 90 days, (iii) the Grantor decides in its sole
discretion (subject to the procedures of the depositary) that it does not want
to have the Trust Preferred Securities represented by the Global Certificate,
or (iv) if a default with respect to the Trust Preferred Securities has
occurred and is continuing. Upon surrender of the Global Certificates by the
Clearing Agency, accompanied by registration instructions, the Grantor will
cause to be prepared for delivery to the Owners the Definitive Trust Preferred
Securities Certificates in accordance with instructions of the Clearing Agency.


 


Definitive Trust Preferred Securities
Certificates may be transferred in denominations of $[2,000] and any
whole-number multiples of $[1,000] in excess thereof thereof by surrendering
the Definitive Trust Preferred Securities Certificates, together with the form of
transfer endorsed on it, duly completed and executed, at the specified office
of the Transfer Agent. The initial Transfer Agent shall be JPMorgan Chase Bank,
N.A. at its corporate trust office in New York, New York. [If the Trust Preferred Securities will be listed on a
stock exchange insert transfer agent required by such exchange.]  If only part of a Definitive Trust
Preferred Securities Certificate is transferred, a new Definitive Trust
Preferred Securities Certificate representing the securities not transferred
shall be issued to the transferor within three Business Days after the Transfer
Agent receives the certificate. The new Definitive Trust Preferred Securities
Certificate representing the Trust Preferred Securities that were not
transferred shall be delivered to the transferor by uninsured mail at the risk
of the transferor, to the address of the transferor that appears in the
Register. The new Definitive Trust Preferred Securities Certificate
representing the Trust Preferred Securities that were transferred shall be sent
to the transferee within three Business Days after the Trustee receives the
surrendered Definitive Trust Preferred Securities Certificate by uninsured mail
at the risk of the Holder entitled to the Definitive Trust Preferred Securities
Certificate, to the address specified on the form of transfer.


 


13

















 


All transfers of Definitive Trust Preferred
Securities Certificates and entries shall be made as provided in any registrar
and transfer agency agreement, among the Trust and the Registrar and Transfer
Agents, relating to the Trust Preferred Securities.


 


(d)                                 No Trust Preferred Securities may be sold or otherwise
transferred unless the purchaser or transferee of such Trust Preferred
Securities represents, or is deemed to represent, that on each day from the
date of acquisition through and including the date of disposition either (i) it
is not an employee benefit plan or other plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), a governmental
or other plan subject to substantially similar federal, state or local law (“Similar
Law”), an entity whose underlying assets include “plan assets” by reason of
any such plan’s investment in the entity or otherwise (each of the foregoing, a
“Plan”) or acting on behalf of or investing the assets of any such Plan
or (ii) its  acquisition, holding
and disposition of the Trust Preferred Securities (and the transactions of the
underlying Trust (including the acquisition and holding of the Trust Estate))
will not constitute or result in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code including by reason of Prohibited
Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 or in a
violation of Similar Law. In connection with any transfer of beneficial
interests in the Global Certificate, neither the Trustee nor the Registrar
shall have any responsibility for determining or monitoring compliance with the
provisions of the foregoing sentence; and in connection with any transfer of a
Definitive Trust Preferred Securities Certificate, unless the Grantor shall
have required that any transferee execute an appropriate certification as to
compliance with the provisions of said sentence as a condition to any such
transfer, the form of which certification shall have been delivered to the
Trustee and the Registrar, the Trustee and the Registrar shall be entitled to
assume, in connection with any such transfer, that the transferee has complied
with the provisions of said sentence.


 


Section 4.04.                             Lost or Stolen Trust Preferred Securities, Etc. If (i) any mutilated Trust Preferred Securities Certificate
shall be surrendered to the Registrar, or if the Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Preferred Securities Certificate, and (ii) there shall be delivered to the
Registrar and the Grantor such security or indemnity as may be required by
them to hold each of them harmless, then in the absence of notice that such
Trust Preferred Securities Certificate shall have been acquired by a bona fide
purchaser or, as applicable, any protected purchaser, the Grantor shall make
available for delivery, in exchange for or in lieu of any mutilated, destroyed,
lost or stolen Trust Preferred Securities Certificate, a new Trust Preferred
Securities Certificate of a like aggregate liquidation amount. In connection
with the issuance of any new Trust Preferred Securities Certificate, the
Grantor may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any
duplicate Trust Preferred Securities Certificate issued pursuant to this Section shall
constitute conclusive evidence of a Trust Preferred Securities Certificate
corresponding to that evidenced by the lost, stolen or destroyed Trust
Preferred Securities Certificate, as if originally issued, whether or not the
lost, stolen or destroyed Trust Preferred Securities Certificate shall be found
at any time.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Trust Preferred Securities Certificates.


 


14

















 


Section 4.05.                             Cancellation and Destruction of Surrendered Certificates. All Trust Preferred Securities Certificates surrendered to the
Trustee shall be canceled by the Trustee. Except as prohibited by applicable
law or regulation, the Trustee may destroy such canceled Trust Preferred
Securities Certificates or otherwise dispose of them in accordance with its
usual practices.


 


[If the
Company Preferred Securities may be withdrawn from the Trust insert:


Section 4.06.                             Surrender of Trust Preferred Securities and Withdrawal of Company
Preferred Securities. Any Person who is the
beneficial owner (an “Owner”) of the Trust Preferred Securities
represented by the Global Certificates held by DTC or a successor clearing
agency (the “Clearing Agency”) or, if a participant in the Clearing
Agency is not the Owner, then as reflected in the records of a Person
maintaining an account with such Clearing Agency (directly or indirectly), in
accordance with the rules of such Clearing Agency, may withdraw all,
but not less than all, of the Company Preferred Securities represented by such
Trust Preferred Securities by providing a written notice to the Trustee, with
evidence of beneficial ownership in form satisfactory to the Trustee, and
providing to the Grantor such documents or information as the Grantor may request
for tax reporting purposes, at the Corporate Office or at such other office as
the Trustee may designate for such withdrawals, all in form satisfactory
to the Trustee, in its sole discretion. The Owner’s notice shall also be deemed
to be such Owner’s agreement to be subject to the terms of the Company
Securities Agreement applicable to the rights of holders of the Company
Preferred Securities.


 


Within a reasonable period after such a
request has been properly made, the Trustee shall instruct DTC to reduce the
Trust Preferred Securities represented by the Global Certificate by the
Corresponding Amount of the Company Preferred Securities to be so withdrawn by
the withdrawing Owner. The Grantor shall issue to the withdrawing Owner a
Company Preferred Securities Certificate representing the amount of the Company
Preferred Securities so withdrawn. The Trustee shall not be responsible for any
failure by the Grantor to issue or any delay by the Grantor in issuing any
Company Preferred Securities Certificate pursuant to this Section.


 


Any Owner who wishes to withdraw the
Company Preferred Securities in accordance with this Section 4.06 shall be
required to provide the Grantor with a completed Internal Revenue Service Form W-9
or W-8, as appropriate, and/or such other documents or information as are
requested by the Grantor for tax reporting purposes and thereafter shall be
admitted to the Grantor as a member of the Grantor upon such Owner’s receipt of
a Company Preferred Securities Certificate registered in such Owner’s name.


 


The Trustee shall deliver the appropriate
number of Company Preferred Securities Certificates in exchange for the Trust
Preferred Securities surrendered in accordance with this Section 4.06 to
the Owner at the Corporate Office or at such other office as the Trustee may designate
for such deliveries, except that, at the request, risk and expense of the Owner
and for the account of the Owner, such delivery may be made at such other
place as may be designated by such Owner. The Trustee shall only deliver
such Company Preferred Securities Certificates upon payment by such Owner to
the Trustee of all taxes and other governmental charges and any fees (including
the fees and expenses of the Trustee and its counsel) payable in connection
with such delivery and the transfer of such Company Preferred Securities
Certificates.


 


15

















 


Notwithstanding anything in this Section 4.06
to the contrary, if the Company Preferred Securities exchangeable for Trust
Preferred Securities have been called for redemption in accordance with the
Company Securities Agreement, no Owner of such Trust Preferred Securities may withdraw
any or all of the Company Preferred Securities represented by such Trust
Preferred Securities.]


 


[If the
Company Preferred Securities may be withdrawn from the Trust insert:


Section 4.07.                             Redeposit of Company Preferred Securities. Any Holder of Company Preferred Securities may redeposit
withdrawn Company Preferred Securities by delivering to the Trustee or its
designee the Company Preferred Securities Certificate for the Company Preferred
Securities to be deposited, which are (i) if required by the Trustee,
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement in form satisfactory to the Trustee and, as determined by
the Grantor, in compliance with the terms of the Company Securities Agreement
and (ii) accompanied by all such certifications as may be required by
the Trustee in its sole discretion and in accordance with the provisions of
this Trust Agreement. Within a reasonable period after such deposit is properly
made, the Trustee shall instruct DTC to increase the amount of Trust Preferred
Securities represented by the Global Certificate held by DTC by an amount equal
to the Company Preferred Securities so deposited. The Trustee shall only accept
the redeposit of such Company Preferred Securities upon payment by such Holder
of the Company Preferred Securities to the Trustee of all taxes and other
governmental charges and any fees and expenses (including the fees and expenses
of the Trustee and its counsel) payable in connection with such deposit and the
transfer of the deposited Company Preferred Securities.


 


If required by the Trustee, Company
Preferred Securities Certificates presented for redeposit at any time shall
also be accompanied by an agreement or assignment, or other instrument
satisfactory to the Trustee, that shall provide for the prompt transfer to the
Trustee or its nominee of any distribution or other right that any Person in
whose name the Company Preferred Securities Certificates are registered may thereafter
receive upon or in respect of such deposited Company Preferred Securities, or
in lieu thereof such agreement of indemnity or other agreement as shall be
satisfactory to the Trustee.]


 


[If the
Company Preferred Securities may be withdrawn from the Trust insert:


Section 4.08.                             Filing Proofs, Certificates and Other Information. Any Person presenting Company Preferred Securities Certificates
for redeposit in accordance with Section 4.07 may be required from
time to time to file such proof of residence or other information, to execute
such certificates and to make such representations and warranties as the
Trustee or the Grantor may reasonably deem necessary or proper.]


 


Section 4.09.                             Ownership of Trust Common Securities by the Grantor. The Grantor, for so long as any Trust Preferred
Securities remain outstanding, shall maintain, or shall cause any one or more
Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain,
100% ownership of the Trust
Common Securities. The Grantor may transfer or
permit the transfer of the Trust Common Securities from one Potential
Securityholder to another Potential Securityholder; provided that prior
to such transfer it has received an opinion of a nationally recognized U.S. law
firm experienced in such matters to the effect that such transfer will not
cause the Trust to be required to register under the Investment Company Act.


 


16

















 


ARTICLE V

DISTRIBUTIONS AND OTHER RIGHTS OF HOLDERS OF TRUST PREFERRED SECURITIES


 


Section 5.01.                             Periodic Distributions. Whenever (and to
the extent) the Trust receives any cash payments representing a
[Dividend][Interest Payment][other payment] or redemption on the [Company
Preferred Securities][Subordinated Notes][Eligible Investments], or payments
from the Guarantor pursuant to the Subordinated Guarantee, the Trustee acting
directly or through any Paying Agent shall distribute such amounts to Holders
of the Trust Preferred Securities on the record date fixed pursuant to Section 5.04,
in proportion to the respective liquidation amount of Trust Preferred
Securities held by such Holders.


 


Section 5.02.                             Redemptions. The Trust Preferred
Securities shall be redeemed only upon redemption of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments].


 


If the [Grantor redeems the Company
Preferred Securities][Guarantor redeems the Subordinated Notes][Eligible
Investments are redeemed] in accordance with the [Company Securities
Agreement][Subordinated Notes][Eligible Investments], then the
[Grantor][Guarantor] shall give the Trustee at least 30 days’ prior notice. The
Trustee shall mail a corresponding notice of the redemption not less than 25
days prior to the date fixed for redemption (the “Redemption Date”) of
the [Company Preferred Securities][Subordinated Notes][Eligible Investments] to
the Holders of the Trust Preferred Securities as provided under Section 8.04.
No defect in the notice of redemption or in the mailing or delivery thereof
shall affect the validity of the redemption proceedings. The
[Grantor][Guarantor] shall provide the Trustee with the form of such
notice, and each such notice shall state: (i) the Redemption Date, (ii) the
redemption price at which the Trust Preferred Securities and the [Company
Preferred Securities][Subordinated Notes][Eligible Investments] are to be
redeemed, (iii) that all outstanding Trust Preferred Securities are to be
redeemed or, in the case of a redemption of fewer than all outstanding Trust
Preferred Securities in connection with a partial redemption of the [Company
Preferred Securities][Subordinated Notes][Eligible Investments], the amount of
such Trust Preferred Securities to be so redeemed and (iv) the place or
places where Trust Preferred Securities to be redeemed are to be surrendered
for redemption.


 


If only some of the outstanding Trust
Preferred Securities are to be redeemed, the Trust Preferred Securities to be
redeemed shall be selected in accordance with DTC’s procedures. If the Trust
Preferred Securities do not remain registered in the name of DTC or its nominee
and only some of the outstanding Trust Preferred Securities are to be redeemed,
the Trust Preferred Securities shall be redeemed proportionally or selected for
redemption by the Trustee pursuant to the rules of any securities exchange
on which the Trust Preferred Securities are listed at that time or by such
method as the Trustee shall deem fair and appropriate. The Grantor shall
promptly notify the Registrar and Transfer Agent, in writing, of the Trust
Preferred Securities selected for partial redemption in accordance with the
foregoing provisions.


 


The [Grantor][Guarantor] agrees that if a
partial redemption of the [Company Preferred Securities][Subordinated Notes]
[Eligible Investments] would result in a delisting of the Trust Preferred
Securities from any securities exchange on which the Trust Preferred Securities
are 


 


17

















 


then listed
[the [Grantor][Guarantor] shall only redeem the [Company Preferred
Securities][Subordinated Notes][the Guarantor shall ensure that the Eligible
Investments are redeemed only] in whole.


 


On the date of redemption of the [Company
Preferred Securities][Subordinated Notes] [Eligible Investments], so long as
the [Grantor][Guarantor] has deposited, or caused to be deposited, with
JPMorgan Chase Bank, N.A., the Paying Agent, on behalf of the Trust, the
aggregate amount payable upon redemption of all the [Company Preferred
Securities][Subordinated Notes] [Eligible Investments] held by the Trust to be
redeemed, the Paying Agent on behalf of the Trust shall, if the Trust Preferred
Securities are represented by Global Certificates, irrevocably deposit with DTC
funds sufficient to pay the redemption price and give DTC irrevocable
instructions to pay the redemption price to the Holders of the Trust Preferred
Securities to be redeemed.


 


Once the Paying Agent has received this
deposit, all rights of the Holders of the Trust Preferred Securities called for
redemption shall end, except their right to receive the redemption price,
without interest; provided, however, that upon presentation of
any Trust Preferred Securities redeemed in part only, the Trustee shall
execute and, if applicable, the Registrar shall countersign, and make available
for delivery to or on the order of the Holder thereof, at the expense of the
Trust, new Trust Preferred Securities in an amount equal to the unredeemed
portion of the Trust Preferred Securities so presented. If any date fixed for
redemption of the Trust Preferred Securities is not a Business Day, then the
redemption price shall instead be paid on the next Business Day, except that if
that Business Day falls in the next calendar year, the redemption price shall
be paid on the preceding Business Day. No interest or other payment shall be
due as a result of any such adjustment.


 


Section 5.03.                             [Distributions in Liquidation of Grantor.
Upon receipt by the Trust of any Liquidation Preference from the Grantor upon
the liquidation of the Grantor, after satisfaction of creditors of the Trust as
required by applicable law, the Trust shall distribute the same to the Holders
of the Trust Preferred Securities on the record date fixed pursuant to Section 5.04,
in proportion to the respective Liquidation Preference of the Company Preferred
Securities corresponding to the Trust Preferred Securities held by such
Holders.]


 


Section 5.04.                             Fixing of Record Date for Holders of the Trust Preferred Securities. Each distribution on the Trust Preferred Securities (each a “Regular
Distribution”) shall be payable to the Holders as they appear on the
Register on the corresponding record date. The record date for Regular
Distributions is the fifteenth calendar day prior to the relevant Distribution
Date. Whenever any other distribution shall become payable, or whenever the
Trustee shall receive notice of any meeting at which holders of the [Company
Preferred Securities][Subordinated Notes] [Eligible Investments] are entitled
to vote or of which holders of the [Company Preferred Securities][Subordinated
Notes] [Eligible Investments] are entitled to notice, the Trustee shall in each
such instance fix a record date (which shall be the same date as the record
date fixed with respect to the [Company Preferred Securities][Subordinated
Notes] [Eligible Investments], of which the [Grantor][Guarantor] shall promptly
inform the Trustee) for the determination of the Holders of the Trust
Preferred Securities who shall be entitled (i) to receive such
distribution, or (ii) to receive notice of, and to give instructions for the
exercise of voting rights at, any such meeting.


 


18

















 


Section 5.05.                             Payment of Distributions. The Trust
shall maintain a Paying Agent with respect to the Trust Preferred Securities,
which shall initially be JPMorgan Chase Bank, N.A., at its corporate trust
office in New York, New York. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days’ written notice to the Trustee. If JPMorgan Chase
Bank resigns as Paying Agent, the Trustee shall appoint another bank or trust
company to act as Paying Agent. [If the
Trust Preferred Securities will be listed on a stock exchange insert paying
agents required by such exchange]


 


As long as the Trust Preferred Securities
are in book-entry form, payments on the Trust Preferred Securities shall be
made to DTC, which shall credit the relevant accounts at DTC on the scheduled
payment dates. The payments shall be distributed to participants, indirect
participants and beneficial owners of the Trust Preferred Securities in
accordance with DTC’s procedures.


 


If Definitive Trust Preferred Securities
Certificates are issued as described in Section 4.03(c), payments on the
Trust Preferred Securities shall be made by check mailed to the address of the
Holder entitled to receive the payment, as such address appears in the
Register.


 


Payments of the redemption price of, and,
if the Trust shall liquidate or dissolve as provided herein, distributions in
liquidation on, Trust Preferred Securities shall be made upon surrender of such
Trust Preferred Securities at the office of the Paying Agent. The
[Grantor][Guarantor] shall pay, or cause to be paid, [Dividends][Interest
Payments][other payments] on, the redemption price of, [and Liquidation
Preference on the Company Preferred Securities][Subordinated Notes][Eligible
Investments] directly to the Paying Agent for distribution to the Holders of
the Trust Preferred Securities in accordance with the terms of this Trust
Agreement and the paying agency agreement as then in effect with the Paying
Agent.


 


If any distributions on the Trust Preferred
Securities would be payable on a day that is not a Business Day, that
distribution shall instead be made on the next Business Day, except that if
that Business Day falls in the next calendar year, the distribution shall be
made on the preceding Business Day. No interest or other payment shall be due
as a result of any such adjustment.


 


Section 5.06.                             Voting Rights. If at any time, the
holders of [Company Preferred Securities][Subordinated Notes] [Eligible
Investments] are entitled to vote under the [Company Securities Agreement]
[Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee],
the Trustee shall: (i) notify the Holders of the Trust Preferred
Securities of such right, (ii) request specific direction from each Holder
as to the vote with respect to the [Company Preferred Securities][Subordinated
Notes] [Eligible Investments] represented by such Holder’s Trust Preferred
Securities, and (iii) vote the relevant [Company Preferred
Securities][Subordinated Notes] [Eligible Investments] only in accordance with
such specific direction.


 


Upon receiving notice of any meeting at
which the holders of [Company Preferred Securities][Subordinated Notes]
[Eligible Investments] are entitled to vote, the Trustee shall, as soon as
practicable, mail to the Holders of the Trust Preferred Securities a notice as
provided under Section 8.04. The [Grantor][Guarantor] shall provide the form of
notice to the Trustee to be forwarded to the Holders of the Trust Preferred
Securities. The notice shall contain: (i) all the 


 


19

















 


information
that is contained in the notice announcing the meeting of the holders of the
[Company Preferred Securities][Subordinated Notes] [Eligible Investments], (ii) a
statement that the Holders of the Trust Preferred Securities shall be entitled,
subject to any applicable provision of law, to direct the Trustee specifically
as to the exercise of the voting rights pertaining to the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] represented by their
respective Trust Preferred Securities, and (iii) a brief description of
the manner in which the Holders of the Trust Preferred Securities may give
such specific directions.


 


If the Trustee receives a written direction
from a Holder, the Trustee shall vote, or cause to be voted, the corresponding
portion of such Holder’s Trust Preferred Securities in accordance with the
instructions set forth in the direction. If the Trustee does not receive
specific instructions from any Holder, the Trustee shall abstain from voting
the corresponding portion of such Holder’s Trust Preferred Securities.


 


The [Grantor][Guarantor] hereby agrees to
take, or cause to be taken, all reasonable action that may be deemed
necessary by the Trustee in order to enable the Trustee to vote such [Company
Preferred Securities][Subordinated Notes] [Eligible Investments] or cause such
[Company Preferred Securities][Subordinated Notes] [Eligible Investments] to be
voted.


 


The Holders of a Majority in liquidation
amount of the outstanding Trust Preferred Securities shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, as holder of the [Company Preferred Securities][Subordinated Notes]
[Eligible Investments], under the [Subordinated Guarantee][or the Company
Securities Agreement][Subordinated Notes][Eligible Investments] or as Trustee
under this Trust Agreement; provided that (i) such direction shall
not be in conflict with any rule of law or with this Trust Agreement, the
[Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or
the Subordinated Guarantee], (ii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction and (iii) subject to the provisions of Section 6.02, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by an officer or officers of the Trustee,
determine that the proceeding so directed would involve the Trustee in personal
liability.


 


ARTICLE VI

THE TRUSTEE


 


Section 6.01.                             Eligibility. The Trust shall at all
times have a Trustee that is not an Affiliate of the Grantor and is a bank that
is organized and doing business under the laws of the State of Delaware,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such bank publishes reports of
conditions at least annually, pursuant to law or to the requirements of federal
or state supervising or examining authority, then for the purposes of this Section 6.01,
the combined capital and surplus of such bank shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
conditions so published.


 


If the Trustee ceases to be eligible in
accordance with the provisions of this Section 6.01, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.03.


 


20

















 


If the Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Grantor (as if it were the obligor referred to in Section 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act, subject to the penultimate paragraph thereof.


 


The Trustee shall make available for
inspection by Holders of the Trust Preferred Securities at the Corporate Office
and at such other places as it may from time to time deem advisable during
normal business hours any reports and communications received from the
[Grantor][Guarantor] by the Trustee as the holder of the [Company Preferred
Securities][Subordinated Notes] [Eligible Investments].


 


Promptly upon request from time to time by
the [Grantor][Guarantor], the Trustee shall cause the Registrar to furnish to
it a list as of a recent date, of the names, addresses and holdings of all
Persons in whose names Trust Preferred Securities are registered on the
Register.


 


Section 6.02.                             Obligations of the Trustee. (a) 
The Trustee, before the occurrence of any default with respect to the Trust
Preferred Securities and after the curing or waiver of all such defaults that may have
occurred, shall undertake to perform only such duties as are specifically
set forth in this Trust Agreement and no implied covenants shall be read into
this Trust Agreement against the Trustee. In case any default with respect to
the Trust Preferred Securities has occurred (that has not been cured or waived
pursuant to Section 2.06) of which an officer of the Trustee responsible
for the administration of this Trust Agreement has actual knowledge, the
Trustee shall exercise such of the rights and powers vested in it by this Trust
Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs. Subject to these requirements, the Trustee shall be
under no obligation to exercise any of the powers vested in it by this Trust
Agreement or conferred on the Trustee as holder of the [Company Preferred
Securities][Subordinated Notes] [Eligible Investments] [and related rights
under the Subordinated Guarantee] at the direction of the Holders, unless such
Holders offer the Trustee reasonable indemnity against all costs, expenses and
liabilities that might be incurred by exercising those powers.


 


(b)                                 No provision of this Trust Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(i)                                     prior to the occurrence of any default with respect to the Trust
Preferred Securities and after the curing or waiving of all such defaults that may have
occurred:


 


(A)                              the duties and obligations of the Trustee shall be determined solely
by the express provisions of this Trust Agreement and the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Trust Agreement, and no implied covenants or
obligations shall be read into this Trust Agreement against the Trustee; and


 


21

















 


(B)                                in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Trust Agreement; provided that in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Trust
Agreement, but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein;


 


(ii)                                  the Trustee shall not be liable for any error of judgment made in
good faith by an officer of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;


 


(iii)                               the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Trust Preferred
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Trust Agreement, or conferred on the
Trustee as holder of the [Company Preferred Securities][Subordinated Notes]
[Eligible Investments] [or otherwise under the Subordinated Guarantee] [or the
Company Securities Agreement].


 


(iv)                              the Trustee’s sole duty with respect to the custody, safe keeping
and physical preservation of the Trust Estate shall be to deal with such
property in a similar manner as the Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded
to the Trustee under this Trust Agreement and the Trust Indenture Act.


 


(v)                                 No provision of this Trust Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


 


(c)                                  The Trustee shall cause its authorized signatories to execute and
deliver on behalf of the Trust any and all documents and certificates as in the
opinion of the Trustee may be desirable in connection with the issuance of
the Trust Preferred
Securities.


 


The Grantor may instruct the Trustee
to dissolve the Trust and, to the extent permitted by applicable law,
distribute the Trust Estate on a pro rata basis to the Holders of the Trust
Preferred Securities in the case of either a Tax Event with respect to the
Trust or an Investment Company Event with respect to the Trust.


 


In the event that the Trustee is uncertain
as to application or interpretation of any provision of this Trust Agreement or
must choose between alternative courses of action, the Trustee may seek
the instructions of the Grantor by written notice requesting instructions. The 


 


22

















 


Trustee shall
take and be protected in taking such action as has been directed by the
Grantor; provided that, if the Trustee does not receive instructions
within ten days or such shorter time as is set forth in such notice, the
Trustee shall be under no duty to take or refrain from taking such action and
shall be fully protected in any course of action taken by it in good faith not
inconsistent with this Trust Agreement as it shall deem advisable and in the
interest of the Holders of the Trust Preferred Securities.


 


The Trustee and its Affiliates may own,
buy, sell or deal in any class of securities of the Grantor and its
Affiliates and in Trust Preferred Securities or become financially interested
in any transaction in which the Grantor or its Affiliates may be
interested or contract with or lend money to or otherwise act as fully or as
freely as if it were not the Trustee hereunder. The Trustee may also act
as transfer agent or registrar of any of the securities of the Grantor and its
Affiliates or act in any other capacity for the Grantor or its Affiliates.


 


The Trustee (and its officers, directors,
employees and agents) makes no representation nor shall it have any liability
for or responsibility with respect to the issuance of the Trust Preferred
Securities (except for its signatures thereon) or any instruments referred to
therein or herein, or as to the correctness of any statement made therein or
herein; provided, however, that the Trustee is responsible for
its representations and warranties in the next succeeding paragraph.


 


The Trustee assumes no responsibility for
the correctness of the description that appears in the Trust Preferred
Securities, which can be taken as a statement of the Grantor summarizing
certain provisions of this Trust Agreement. Notwithstanding any other provision
herein or in the Trust Preferred Securities, the Trustee makes no warranties or
representations as to the validity, genuineness or sufficiency of the Trust
Preferred Securities or the [Company Preferred Securities][Subordinated
Notes][Eligible Investments], as to the validity or sufficiency of this Trust
Agreement, [the Company Securities Agreement][Subordinated Notes] [Eligible
Investments] [or the Subordinated Guarantee], as to the value of the Trust
Preferred Securities or the [Company Preferred Securities][Subordinated Notes]
[Eligible Investments] or as to any right, title or interest of the Holders of
the Trust Preferred Securities, except that the Trustee hereby represents and
warrants as follows: (i) the Trustee has been duly organized and is
validly existing and in good standing under the laws of the United States, with
full power, authority and legal right under such laws to execute, deliver and
carry out the terms of this Trust Agreement; (ii) this Trust Agreement has
been duly authorized, executed and delivered by the Trustee; and (iii) this
Section 6.02 constitutes a valid and binding obligation of the Trustee
enforceable against the Trustee in accordance with its terms subject to
equitable principles and bankruptcy, insolvency, moratorium, receivership and
other similar laws affecting the enforcement of creditors’ rights generally.
Notwithstanding anything herein or in any other document to the contrary, to
the maximum extent provided in Section 3803(b) of the Statutory Trust
Act, a trustee of the Trust, when acting in such capacity, shall not be
personally liable to any Person other than the Trust and the beneficial owners
thereof for any act, omission or obligation of the Trust or any other trustee
or other agent or representative of the Trust; provided, that no trustee
hereunder shall be liable to any Person for the acts, omissions or obligations
of any other trustee hereunder or of the Grantor and the Trustee shall have no
liability to any Person for the acts, omissions or obligations of any agent or
representative of the Trust appointed in accordance with the following
paragraph.


 


23

















 


In the exercise or administration of the
trusts hereunder, the Trustee (i) may act directly or, at the expense
of the Trust, through agents or attorneys, and the Trustee shall not be liable
for the default or misconduct of such agents or attorneys if such agents or attorneys
shall have been selected by the Trustee in good faith, and (ii) may, at
the expense of the Trust, consult with counsel, accountants and other experts,
and it shall not be liable for anything done, suffered or omitted in good faith
by it in accordance with the advice or opinion of any such counsel, accountants
or other experts. The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties. Whenever in the administration of this Trust Agreement the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon a certificate executed by any officer of the Grantor.


 


References to “default” in this Section 6.02
shall only have effect if this Trust Agreement is amended and restated to
provide for any defaults with respect to the Trust Preferred Securities.


 


Section 6.03.                             Resignation and Removal of the Trustee; Appointment of Successor
Trustee. The Trustee may resign as Trustee at
any time by giving notice of its resignation to the Grantor. The Trustee may be
removed by the Grantor at any time by notice of such removal delivered to the
Trustee. Any resignation or removal of the Trustee shall take effect upon the
appointment of a qualified successor trustee and the successor’s acceptance of
such appointment as hereinafter provided.


 


If the Trustee shall resign or be removed,
the Grantor shall, within 45 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor trustee,
which shall be a bank or trust company, or an affiliate of a bank or trust
company, having its principal office in the State of Delaware and having a
combined capital and surplus of at least $50,000,000.


 


If a successor Trustee shall not have been
appointed in 45 days, the resigning Trustee may petition a court of
competent jurisdiction to appoint a successor trustee, and the expenses of such
proceeding shall be borne by the Grantor. Every successor trustee shall execute
and deliver to its predecessor and to the Grantor an instrument in writing
accepting its appointment hereunder, and thereupon the resigning or removed
Trustee shall be fully released and discharged of the trusts and duties of the
Trustee hereunder and such successor trustee, without any further act or deed,
shall become fully vested with all the rights, powers, duties and obligations
of its predecessor and for all purposes shall be the Trustee under this Trust
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Grantor, shall promptly execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all rights,
title and interest in the [Company Preferred Securities][Subordinated Notes]
[Eligible Investments] and any moneys or property held hereunder to such
successor and shall deliver or cause the Registrar to deliver to such successor
a list of the Holders of all outstanding Trust Preferred Securities. Any
successor Trustee shall promptly mail notice of its appointment to the Holders
of the Trust Preferred Securities.


 


24

















 


Any Person into or with which the Trustee may be
merged, consolidated or converted, or any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of such Trustee without the execution or filing of any document or
any further act, provided such Person shall be eligible under the provisions of
the immediately preceding paragraph. In connection with any such succession,
the Trustee shall file an amendment to the Certificate of Trust as required by
the Statutory Trust Act.


 


Section 6.04.                             Notices. The Grantor agrees that it
shall give timely notice to the Trustee and any Paying Agent of any record date
for the Company Preferred Securities Certificates, which record date shall
become the record date with respect to the Trust Preferred Securities pursuant
to Section 5.04.


 


Notices to the Holders of the Trust
Preferred Securities shall be given as described in Section 8.04.


 


Section 6.05.                             Status of Trust. It is intended that the
Trust shall constitute a grantor trust under the Internal Revenue Code of 1986,
as amended, and shall not be an “investment company” under the Investment
Company Act. The Grantor agrees to file all tax returns and reports on behalf
of the Trust.


 


Section 6.06.                             [Reserved]


 


Section 6.07.                             Indemnification by the Grantor and Guarantor. To the fullest extent permitted by law, the Grantor and the
Guarantor (each, an “Indemnifying Person”), jointly and severally, agree
to indemnify and defend the Trustee, the Registrar, any transfer agent and any
Paying Agent and their directors, officers, employees and agents against (each,
an “Indemnified Person”), and hold each of them harmless from, any loss,
liability, damage, claim or expense (including reasonable attorneys’ fees) that
may arise out of or in connection with its acting as the Trustee or the
Registrar, transfer agent or Paying Agent, respectively, under this Trust
Agreement and the Trust Preferred Securities, except for any liability arising
out of negligence, bad faith or willful misconduct on the part of any such
Person or Persons.


 


Promptly after receipt by an Indemnified
Person of notice of the commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made against the Indemnifying
Persons, notify the Indemnifying Persons in writing of the commencement
thereof; provided that, failure to give such prompt notice shall not
impair the obligations of the Indemnifying Persons hereunder except to the
extent that such failure to provide notice materially prejudices the
Indemnifying Persons. The Indemnifying Persons shall be entitled to appoint
counsel of their choice at their expense to represent the Indemnified Persons
in any action for which indemnification is sought; provided, however,
that such counsel shall be reasonably satisfactory to the Indemnified Persons.
The Indemnifying Persons will not, without the prior written consent of the
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
Indemnified Person from all liability arising out of such claim, action, suit
or proceeding.


 


25

















 


This Section 6.07
and Section 6.08 and the obligations of the Grantor and the Guarantor
thereunder shall survive the termination of the Trust and this Agreement.


 


Section 6.08.                             Fees, Charges and Expenses. All charges
or expenses of the Trust, including the charges or expenses of the Trustee or
any Trustee’s counsel or agent hereunder or of any Registrar, transfer agent or
Paying Agent, shall be paid by the Guarantor, or one of its branches or subsidiaries,
except that, if the Trustee incurs fees, charges or expenses for which it is
not otherwise liable under this Trust Agreement at the request or direction of
a Holder, such Holder shall be liable for such fees, charges and expenses.


 


The Trustee shall have a lien prior to the
Trust Preferred Securities upon all property and funds held by it hereunder for
any amount owing it or any predecessor Trustee pursuant to Section 6.07 or
this Section 6.08, except with respect to funds held in trust for the
benefit of the Holders of Trust Preferred Securities.


 


Section 6.09.                             Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions of this Trust
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any property of the Trust must at the time be
located, the Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as co-trustee or co-trustees,
or separate trustee or separate trustees, of all or any part of the Trust,
and to vest in such Person or Persons, in such capacity and for the benefit of
the Holders of the Trust Preferred Securities, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 6.09, such powers,
duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as successor trustee under Section 6.03
and no notice to the Holders of the Trust Preferred Securities of the
appointment of any co-trustee or separate trustee shall be required; provided,
however, that any co-trustee or separate trustee must be a U.S. person
for U.S. federal income tax purposes.


 


(b)                                 Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:


 


(i)                                     all rights, powers, duties and obligations conferred or imposed upon
and exercised or performed by the Trustee shall be exercised or performed by
the Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Trustee joining in such act), except to the extent that
under any laws of any jurisdiction in which any particular act or acts are to
be performed, the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event, such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Trustee;


 


(ii)                                  the Trustee shall not be personally liable by reason of any act or
omission of any separate trustee or co-trustee; and


 


26

















 


(iii)                               the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.


 


(c)                                  Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Trust
Agreement. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Trust Agreement,
specifically including every provision of this Trust Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee and a copy
thereof given to the Grantor.


 


(d)                                 Any separate trustee or co-trustee may at any time constitute
the Trustee as its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Trust Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


ARTICLE VII

AMENDMENT AND TERMINATION


 


Section 7.01.                             Supplemental Trust Agreement. The
Grantor and the Trustee may, at any time and from time to time, without the
consent of the Holders of the Trust Preferred Securities, amend or supplement
this Trust Agreement, in form satisfactory to the Trustee, for any of the
following purposes:


 


(a)                                  to evidence the succession of another partnership, corporation or
other entity to the Grantor and the assumption by any such successor of the
covenants of the Grantor herein contained; or


 


(b)                                 to add to the covenants of the Grantor for the benefit of the
Holders of the Trust Preferred Securities, or to surrender any right or power
herein conferred upon the Grantor; or


 


(c)                                  (i) to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or (ii) to make
any other provisions with respect to matters or questions arising under this
Trust Agreement, provided that any such action taken shall not
materially adversely affect the interests of the Holders of the Trust Preferred
Securities;


 


(d)                                 to cure any ambiguity or correct any mistake; or


 


(e)                                  to provide for the issuance of multiple series of Trust
Preferred Securities and to make such related changes to this Trust Agreement
as shall be necessary or desirable to provide for the issuance of more than one
series of Trust Preferred Securities provided that any such
provision shall not result in a Tax Event.


 


Any other amendment or agreement supplemental hereto
must be in writing and approved by Holders of a Majority in liquidation amount
of the then outstanding Trust Preferred Securities.


 


27

















 


In executing, or accepting the additional
trusts created by, any supplemental agreement permitted by this Article or
the modifications thereby of the trusts created by this Trust Agreement, the
Trustee shall be entitled to receive, and (subject to Section 6.02) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Trust Agreement. The Trustee may, but shall not be obligated to, enter into any
such supplemental agreement which affects the Trustee’s own rights, duties or
immunities under this Trust Agreement or otherwise.


 


Section 7.02.                             Termination. The Trust shall dissolve
upon the earliest to occur of:  (i) the
redemption of all of the Trust Preferred Securities, (ii) [the delivery of
a final distribution of the Company Preferred Securities to the Holders of the
Trust Preferred Securities][the redemption of all of the [Subordinated
Notes][Eligible Investments]], (iii) dissolution of the Trust in
accordance with the following paragraph [or] (iv) in the event a
liquidation of the Grantor] is commenced, as contemplated in Section 5.03
hereof [If the Company Preferred Securities may be
withdrawn from the Trust insert: or (v) withdrawal of all of
the Company Preferred Securities from the Trust]. The dissolution, winding up
and termination of the Trust shall be performed in accordance with Section 3808
of the Statutory Trust Act, and the Trustee shall have the power and authority
to wind up the affairs of the Trust in accordance therewith pursuant to the
direction of the Grantor. This Agreement shall terminate upon the filing of a
certificate of cancellation as provided in Section 3810 of the Statutory
Trust Act.


 


The Grantor may instruct the Trustee
to dissolve the Trust and distribute the Company Preferred Securities on a pro
rata basis to the Holders of the Trust Preferred Securities in the case of
either a Tax Event with respect to the Trust or an Investment Company Act Event
with respect to the Trust. Except as provided in Section 6.07 and Section 6.08,
upon termination of the Trust in accordance with the foregoing, the respective
obligations and responsibilities of the Trustee and the Grantor created hereby
shall terminate.


 


The Trustee shall notify the Paying Agent
and the Holders of the Trust Preferred Securities of any such amendment or
termination of the Trust Agreement within a reasonable period of time.


 


Upon the completion of winding up of the
Trust, including the payment or the making reasonable provisions for payment of
all obligations of the Trust in accordance with Section 3808(e) of
the Statutory Trust Act, the Trustee shall, at the expense of the Grantor, file
a certificate of cancellation with the Delaware Secretary of State in
accordance with Section 3810 of the Statutory Trust Act, at which time the
Trust shall terminate. The Grantor shall act as the liquidator of the Trust and
shall be responsible for directing the Trustee to take all required actions in
connection with winding up and dissolution of the Trust.


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.01.                             Counterparts. This Trust Agreement may be
executed by the Grantor, the Trustee and the Guarantor in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. Copies of this Trust Agreement shall be



 


28

















 


filed with the
Trustee and shall be open to inspection during business hours at the Corporate
Office by any Holder of a Trust Preferred Security.


 


Section 8.02.                             Exclusive Benefits of Parties. This
Trust Agreement is for the exclusive benefit of the parties hereto and the
Holders of the Trust Preferred Securities, and their respective successors and
assigns, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other Person whatsoever.


 


Section 8.03.                             Invalidity of Provisions. In case any
one or more of the provisions contained in this Trust Agreement or of the Trust
Preferred Securities should be or become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions hereof or thereof shall in no way be affected, prejudiced or
disturbed thereby (to the extent permitted by law).


 


Section 8.04.                             Notices. Any notices to be given to the
Grantor hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or by telecopier, addressed to
the Grantor at:


 


[Credit Suisse Group Capital (Delaware) LLC II]


[Credit Suisse Group Capital (Guernsey) IX
Limited]

Helvetia Court


South Esplanade


St. Peter Port


Guernsey, Channel Islands GY1 3WF


Telephone: +44-1481-724-605


Facsimile:  +44-1481-700-234


 


With copies to:


 


Credit
Suisse Group

Paradeplatz 8

P.O. Box 1

CH-8070, Zurich, Switzerland

Attention: General Counsel

Telephone: +41-44-332-5112

Facsimile:  +41-44-210-2120


 


or at any place where the Grantor maintains its
principal executive office.


 


Any notices to be given to the Trustee
hereunder or under the Trust Preferred Securities shall be in writing and shall
be deemed to have been duly given if personally delivered or sent by mail or by
telecopier, addressed to the Trustee at the Corporate Office.


 


Notices to the Holders of the Trust
Preferred Securities shall be given by delivery of the relevant notice to DTC,
Euroclear, Clearstream and any other relevant securities clearing system for
communication by each of them to entitled Clearing System Participants, and, as
long as the Trust Preferred Securities are listed on one or more stock
exchanges and the rules of such stock exchange(s) so require, notices shall
also be published in the manner that the rules of such stock 


 


29

















 


exchange(s) may require.
[If the Trust Preferred Securities will be
listed on a stock exchange insert any notices required by such exchange.]


 


If the Trust Preferred Securities are no
longer held in the name of DTC or its nominee, notice to the Holders of the
Trust Preferred Securities shall be mailed by first-class mail, postage
prepaid, to the Holders’ addresses appearing in the records of the Trust
maintained by the Registrar.


 


Delivery of a notice sent by mail shall be
deemed to be effected at the time when the same is deposited, postage prepaid,
in a post office letter box. Delivery of a notice personally delivered or sent
by telecopier shall be deemed to be effected at the time it is received.


 


Section 8.05.                             Holders of the Trust Preferred Securities Are Parties. Notwithstanding that Holders of the Trust Preferred Securities from time to time have not executed and delivered this Trust Agreement or any counterpart thereof,
the Holders of the Trust Preferred Securities from time to time shall be bound
by all of the terms and conditions hereof and of the Trust Preferred Securities
by acceptance of delivery of Trust Preferred Securities.


 


Section 8.06.                             Governing Law. THIS TRUST AGREEMENT AND
THE TRUST PREFERRED SECURITIES AND ALL RIGHTS HEREUNDER AND THEREUNDER AND
PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


Section 8.07.                             Headings. The headings of articles and
sections of this Trust Agreement and the Trust Preferred Securities have been
inserted for convenience only and are not to be regarded as part of this
Trust Agreement or to have any bearing upon the meaning or interpretation of
any provision contained herein or in the Trust Preferred Securities.


 


Section 8.08.                             Trust Preferred Securities Non-Assessable and Fully Paid. The Holders of the Trust Preferred Securities shall not be
personally liable for obligations of the Trust to the fullest extent permitted
by law, the interests in the Trust represented by the Trust Preferred
Securities shall be non-assessable for any losses or expenses of the Trust or
for any reason whatsoever, and the Trust Preferred Securities upon delivery
thereof by the Trustee pursuant to this Trust Agreement are and shall be deemed
fully paid.


 


Section 8.09.                             No Preemptive Rights. No Holder shall be
entitled as a matter of right to subscribe for or purchase, or have any
preemptive right with respect to, any part of any new or additional
interest in the Trust, whether now or hereafter authorized and whether issued
for cash or other consideration or by way of distribution.


 


Section 8.10.                             Survival. The rights and protections of
the Trustee hereunder, including, without limitation, its right to defense,
indemnity, expense reimbursement and compensation for its services hereunder,
shall survive the termination of the Trust and this Trust Agreement and the resignation
or removal of the Trustee.


 


30

















 


IN WITNESS WHEREOF, the Grantor and the
Trustee have duly executed this Trust Agreement as of the day and year first
above set forth.


 


	
   

  	
  [CREDIT SUISSE GROUP CAPITAL (DELAWARE)
  LLC II]

  
	
   

  	
  [CREDIT SUISSE GROUP CAPITAL (GUERNSEY)
  IX LIMITED],

  
	
   

  	
  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHASE BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


Credit
Suisse Group joins in this Trust Agreement solely for purposes of obligating
itself under Sections 5.02, 5.04, 5.05, 5.06, 6.07 and 6.08 of this Trust
Agreement and not as grantor, trustee or beneficiary.


 


	
   

  	
  CREDIT SUISSE GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


31

















 


Exhibit A


 


THIS [GLOBAL]* CERTIFICATE IS ISSUED IN
RESPECT OF AN ISSUE OF THE [INSERT TITLE OF
TRUST PREFERRED SECURITIES] (THE “TRUST PREFERRED SECURITIES”) OF
CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST II (THE “TRUST”), ISSUED PURSUANT
TO AN AMENDED AND RESTATED TRUST AGREEMENT DATED AS OF
[        ] (THE “AGREEMENT”) OF THE
TRUST AND IS GOVERNED BY THE TERMS AND CONDITIONS OF THE AGREEMENT GOVERNING
THE TRUST PREFERRED SECURITIES, WHICH TERMS AND CONDITIONS ARE INCORPORATED
HEREIN BY REFERENCE AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, SHALL BE BINDING
ON THE TRUST, [CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC II] [CREDIT
SUISSE GROUP CAPITAL (GUERNSEY) IX LIMITED] (THE “GRANTOR”) AND THE HOLDER HEREOF
AS IF FULLY SET FORTH HEREIN. UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERMS
USED HEREIN SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT.


 


[THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE AGREEMENT AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE AGREEMENT.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]*


 


TRUST
PREFERRED SECURITY OF


 


CREDIT SUISSE
GROUP CAPITAL (DELAWARE) TRUST II,

a Delaware Statutory Trust,

liquidation amount $[Insert minimum
denomination] per security


 






*Insert in Global Certificates only


 


A-1

















 


	
  CERTIFICATE
  NO. -

  	
   

  	
  COMMON
  CODE: -

  
	
   

  	
   

  	
  ISIN
  NUMBER: -

  



 


Chase Bank USA, National Association, not
in its individual capacity, but solely as Trustee (the “Trustee”) on behalf of
the above-named Trust, hereby certifies that [Cede & Co.]* is the
registered owner of
$[              ]
aggregate liquidation amount of [Insert
title of Trust Preferred Securities], stated liquidation amount $[Insert minimum
denomination] per security (“Trust Preferred
Securities”), representing undivided beneficial interests in the Trust Estate
(as defined in the Trust Agreement referred to below) deposited in trust by
[Credit Suisse Group Capital (Delaware) LLC II, a Delaware limited liability company][Credit
Suisse Group Capital (Guernsey) IX Limited] (the “Grantor”) with the
Trustee pursuant to an Amended and Restated Trust Agreement of Credit Suisse
Group Capital (Delaware) Trust II, dated as of
[                ]
(as amended or supplemented from time to time, the “Trust Agreement”) between
the Grantor and the Trustee. Subject to the terms of the Trust Agreement, the
registered Holder hereof owns an undivided beneficial interest in the Trust
Estate held by the Trustee under the Trust Agreement.


 


(i)                                     The Trust Agreement. The Trust Preferred
Securities are issued upon the terms and conditions set forth in the Trust
Agreement. The Trust Agreement (a copy of which is on file at the Corporate
Office of the Trustee) sets forth the rights of Holders of the Trust Preferred
Securities and the rights and duties of the Trustee and the Grantor. The
statements made herein are summaries of certain provisions of the Trust
Agreement and are subject to the detailed provisions thereof, to which
reference is hereby made. In the event of any conflict or discrepancy between
the provisions hereof and the provisions of the Trust Agreement, the provisions
of the Trust Agreement shall govern. Unless otherwise expressly herein
provided, all defined terms used herein shall have the meanings ascribed
thereto in the Trust Agreement.


 


(ii)                                  Enforcement of Rights [If the
Company Preferred Securities may be withdrawn from the Trust insert:
; Withdrawal of Company Preferred Securities]. To
the fullest extent permitted by law, without the need for any other action of
any Person, including the Trustee or any other Holder, each Holder shall be
entitled to enforce, in the name of the Trust, the rights of the Trust in
respect of the [Company Preferred Securities][Subordinated Notes][Eligible
Investments] [the related rights under the Subordinated Guarantee]
corresponding to the Trust Preferred Securities held by such Holder. Any
recovery on such enforcement action shall belong solely to such Holder who
brought the action, not to the Trust, the Trustee or any other Holder
individually or to Holders as a group.


 


[If the
Company Preferred Securities may be withdrawn from the Trust insert:
Any beneficial owner of Trust Preferred Securities may withdraw all, but
not less than all, of the number of Company Preferred Securities corresponding
to such Trust Preferred Securities by providing a written notice to the Trustee,
with evidence of beneficial ownership in form satisfactory to the Trustee,
and providing to the Grantor such documents or information as the Grantor may request
for tax reporting purposes at the Corporate Office. Such notice shall also be
deemed to be such beneficial owner’s agreement to be subject to the terms of
the Company Securities Agreement.]


 


(iii)                               Distributions. Whenever (and to the
extent) the Trust receives any cash payments representing a [Dividend][Interest
Payment][other payment] or redemption payment on the [Company Preferred
Securities][Subordinated Notes][Eligible Investments], or payments from 


 


A-2

















 


the Guarantor pursuant to the Subordinated Guarantee,
the Trustee acting directly or through any Paying Agent shall distribute such
amounts to Holders of Trust Preferred Securities on the record date therefor,
in proportion to the respective liquidation amounts of the Trust Preferred
Securities held by such Holders.


 


(iv)                              Redemptions. The Trust Preferred
Securities shall be redeemed only upon redemption of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments].


 


If the [Grantor redeems the Company
Preferred Securities][Guarantor redeems the Subordinated Notes][Eligible Investments
are redeemed] in accordance with the [Company Securities
Agreement][Subordinated Notes][Eligible Investments], then the
[Grantor][Guarantor] shall give the Trustee at least 30 days’ prior notice. The
Trustee shall mail a notice of the redemption not less than 25 days prior to
the date fixed for redemption of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] to the Holders of the
Trust Preferred Securities. No defect in the notice of redemption or in the
mailing or delivery thereof or publication of its contents shall affect the
validity of the redemption proceedings.


 


If only some of the outstanding Trust
Preferred Securities are to be redeemed, the Trust Preferred Securities to be
redeemed shall be selected in accordance with DTC’s procedures. If the Trust
Preferred Securities do not remain registered in the name of DTC or its nominee
and only some of the outstanding Trust Preferred Securities are to be redeemed,
the Trust Preferred Securities shall be redeemed proportionally or selected for
redemption by the Trustee pursuant to the rules of any securities exchange
on which the Trust Preferred Securities are listed at that time or by such
method as the Trustee shall deem fair and appropriate. The Grantor shall
promptly notify in writing the Registrar and Transfer Agent for the Trust
Preferred Securities of the Trust Preferred Securities selected for partial
redemption in accordance with the foregoing provisions.


 


On the date of redemption of the [Company
Preferred Securities][Subordinated Notes][Eligible Investments], so long as the
[Grantor][Guarantor] has deposited, or caused to be deposited, with the Paying Agent on
behalf of the Trust the aggregate amount payable upon redemption of all the
[Company Preferred Securities][Subordinated Notes][Eligible Investments] held
by the Trust to be redeemed, the Paying Agent on behalf of the Trust shall, if
the Trust Preferred Securities are represented by Global Certificates,
irrevocably deposit with DTC funds sufficient to pay the redemption price and
give DTC irrevocable instructions to pay the redemption price to the Holders of
the Trust Preferred Securities to be redeemed.


 


(v)                                 [Distributions in Liquidation of Grantor.
Upon receipt by the Trust of any Liquidation Preference from the Grantor upon
the liquidation of the Grantor, after satisfaction of creditors of the Trust
required by applicable law, the Trust shall distribute the same to Holders of
the Trust Preferred Securities on the record date therefor, in proportion to
the respective Liquidation Preference of the number of Company Preferred
Securities corresponding to the Trust Preferred Securities held by such
Holders.]


 


(vi)                              Fixing of Record Date for Holders of the Trust Preferred Securities. Each Regular Distribution on the Trust Preferred Securities shall
be payable to the Holders of record as they appear on the Register on the
corresponding record date. The record date for Regular Distributions is the
fifteenth calendar day prior to the relevant Distribution Date. Whenever any 


 


A-3

















 


other distribution shall become payable, or whenever
the Trustee shall receive notice of any meeting at which holders of the
[Company Preferred Securities][Subordinated Notes][Eligible Investments] are
entitled to vote or of which holders of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] are entitled to notice,
the Trustee shall in each such instance fix a record date (which shall be the
same date as the record date fixed with respect to the [Company Preferred
Securities][Subordinated Notes][Eligible Investments], of which the
[Grantor][Guarantor] shall promptly inform the Trustee) for the
determination of the Holders of the Trust Preferred Securities who shall be
entitled (i) to receive such distribution or (ii) to receive notice
of, and to give instructions for the exercise of voting rights at, any such
meeting.


 


(vii)                           Payment of Distributions. As long as the
Trust Preferred Securities are in book-entry form, payments on the Trust
Preferred Securities shall be made to DTC, which shall credit the relevant
accounts at DTC on the scheduled payment dates. The payments shall be
distributed to participants, indirect participants and beneficial owners of the
Trust Preferred Securities in accordance with DTC’s procedures.


 


If definitive Trust Preferred Securities
are issued, payments on the Trust Preferred Securities shall be made by check
mailed to the address of the Holder entitled to receive the payment, as such
address appears in the Register. Payments of the redemption price of, and
distributions in liquidation on, Trust Preferred Securities shall be made upon
surrender of such Trust Preferred Securities at the office of the Paying Agent.


 


(viii)                        Voting Rights. If at any time, the
holders of [Company Preferred Securities][Subordinated Notes][Eligible
Investments] are entitled to vote under the [Company Securities
Agreement][Subordinated Notes][Eligible Investments] [Subordinated Guarantee],
the Trustee shall: (i) notify the Holders of the Trust Preferred
Securities of such right, (ii) request specific direction from each Holder
as to the vote with respect to the [Company Preferred Securities][Subordinated
Notes][Eligible Investments] represented by such Holder’s Trust Preferred
Securities, and (iii) vote the relevant [Company Preferred
Securities][Subordinated Notes][Eligible Investments] only in accordance with
such specific direction.


 


Upon receiving notice of any meeting at
which the holders of [Company Preferred Securities][Subordinated
Notes][Eligible Investments] are entitled to vote, the Trustee shall, as soon
as practicable, mail to the Holders of the Trust Preferred Securities a notice.
The [Grantor][Guarantor] shall provide the form of notice to the Trustee
to be forwarded to the Holders of the Trust Preferred Securities. The notice
shall contain: (i) all the information that is contained in the notice
announcing the meeting of the holders of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments], (ii) a statement
that the Holders of the Trust Preferred Securities shall be entitled, subject
to any applicable provision of law, to direct the Trustee specifically as to
the exercise of the voting rights pertaining to the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] represented by their
respective Trust Preferred Securities, and (iii) a brief description of
the manner in which the Holders of the Trust Preferred Securities may give
such specific directions.


 


If the Trustee receives a written direction
from a Holder, the Trustee shall vote, or cause to be voted, the corresponding
portion of such Holder’s Trust Preferred Securities in accordance 


 


A-4

















 


with the
instructions set forth in the directions. If the Trustee does not receive
specific instructions from any Holder, the Trustee shall abstain from voting
the corresponding portion of such Holder’s Trust Preferred Securities.


 


(ix)                                Transfer and Exchange of Trust Preferred Securities. Subject to the terms and conditions of the Trust Agreement, the
Registrar shall register the transfers on the Register from time to time of
Trust Preferred Securities upon any surrender thereof by the Holder in person
or by a duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer or endorsement, together with evidence
of the payment of any transfer taxes as may be required by law. Upon such
surrender, the Trustee shall execute and, if applicable, the Registrar shall
countersign, a new Trust Preferred Security of a like aggregate liquidation
amount and deliver the same to or upon the order of the Person entitled
thereto.


 


Upon surrender of a Trust Preferred
Security at the office of the Registrar or such other office as the Trustee may designate
for the purpose of effecting an exchange of Trust Preferred Securities, subject
to the conditions to transfer set forth in the Trust Agreement, the Trustee
shall execute and, if applicable, the Registrar shall countersign and deliver,
a new Trust Preferred Security of a like aggregate liquidation amount as the
Trust Preferred Security surrendered.


 


As a condition precedent to the
registration of the transfer or exchange of any Trust Preferred Security, the
Registrar, may require (i) the production of proof satisfactory to it
as to the identity and genuineness of any signature; (ii) compliance with
such regulations, if any, as the Trustee or the Registrar may establish
not inconsistent with the provisions of the Trust Agreement; and (iii) such
other information as the Registrar may reasonably request.


 


No Holder may require the transfer of
any Trust Preferred Security to be registered during the period of fifteen days
ending on the due date for any payment of the liquidation amount on the Trust
Preferred Securities. The Trust shall not be required to register, or cause
others to register, the transfer of Trust Preferred Securities after such Trust
Preferred Securities have been called for redemption.


 


(x)                                   Title to Trust Preferred Securities. It
is a condition of the Trust Preferred Securities, and every successive Holder
hereof by accepting or holding the same consents and agrees, that title to this
Trust Preferred Security, when properly endorsed or accompanied by a properly
executed instrument of transfer or endorsement, is transferable by delivery
with the same effect as in the case of a negotiable instrument; provided,
however, that until the transfer of this Trust Preferred Security shall
be registered on the books of the Trust, the Trustee, the Registrar and the
Grantor may, notwithstanding any notice to the contrary, treat the Holder
hereof at such time as the absolute owner hereof for the purpose of determining
the Person entitled to distributions (subject to Section 5.04 of the Trust
Agreement) or to any notice provided for in the Trust Agreement and for all
other purposes.


 


(xi)                                Reports, Inspection of Transfer Books.
The Trustee shall make available for inspection by Holders of the Trust
Preferred Securities at the Corporate Office and at such other places as it may from
time to time deem advisable during normal business hours any reports and
communications received by the Trustee as the record holder of the [Company
Preferred Securities][Subordinated Notes] [Eligible Investments]. The Registrar
shall keep books at its 


 


A-5

















 


corporate trust office for the registration of
transfer of Trust Preferred Securities, which books at all reasonable times
shall be open for inspection by the Holders of the Trust Preferred Securities
as and to the extent provided by applicable law.


 


(xii)                             Supplemental Trust Agreement. The
Grantor and the Trustee may, at any time and from time to time, without the
consent of the Holders of the Trust Preferred Securities, amend or supplement
the Trust Agreement, in form satisfactory to the Trustee, for any of the
following purposes: (a) to evidence the succession of another partnership,
corporation or other entity to the Grantor and the assumption by any such
successor of the covenants of the Grantor contained therein; (b) to add to
the covenants of the Grantor for the benefit of the Holders of the Trust
Preferred Securities, or to surrender any right or power therein conferred upon
the Grantor; (c)(i) to correct or supplement any provision therein which may be
defective or inconsistent with any other provision therein or (ii) to make
any other provisions with respect to matters or questions arising under the
Trust Agreement, provided that any such action shall not materially
adversely affect the interests of the Holders of the Trust Preferred
Securities; (d) to cure any ambiguity or correct any mistake; or (e) to
provide for the issuance of multiple series of Trust Preferred Securities
and to make such related changes to this Trust Agreement as shall be necessary
or desirable to provide for the issuance of more than one series of Trust
Preferred Securities, provided that any such provision shall not result
in a Tax Event. Any other amendment or agreement supplemental thereto must be
in writing and approved by Holders of more than 50% in liquidation amount of
the then outstanding Trust Preferred Securities.


 


(xiii)                          Governing Law. The Trust Agreement and
this Trust Preferred Security and all rights thereunder and hereunder and
provisions thereof and hereof shall be governed by, and construed in accordance
with, the law of the State of Delaware without regard to conflicts of laws
principles.


 


(xiv)                         Trust Preferred Security Non-Assessable and Fully Paid. Holders of the Trust Preferred Securities shall not be personally
liable for obligations of the Trust to the fullest extent permitted by law, the
interest in the Trust represented by the Trust Preferred Securities shall be
non-assessable for any losses or expenses of the Trust or for any reason
whatsoever and the Trust Preferred Securities upon delivery thereof by the
Trustee pursuant to the Trust Agreement are and shall be deemed fully paid.


 


(xv)                            Liability of Holders of the Trust Preferred Securities. Holders of the Trust Preferred Securities shall be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.


 


(xvi)                         No Preemptive Rights. No Holder shall be
entitled as a matter of right to subscribe for or purchase, or have any
preemptive right with respect to, any part of any new or additional
interest in the Trust, whether now or hereafter authorized and whether issued
for cash or other consideration or by way of distribution.


 


This Trust Preferred Security shall not be
entitled to any benefits under the Trust Agreement or be valid or obligatory
for any purpose unless this Trust Preferred Security shall have been executed
by the Trustee by the manual signature of a duly authorized officer of the 


 


A-6

















 


Trustee; provided,
however, that such signature may be a facsimile if a Registrar
(other than the Trustee) shall have countersigned this Trust Preferred Security
by manual signature of a duly authorized officer of the Registrar.


 


A-7

















 


THE TRUSTEE IS NOT RESPONSIBLE FOR THE
VALIDITY OF ANY [COMPANY PREFERRED SECURITIES][SUBORDINATED NOTES][ELIGIBLE
INVESTMENTS]. THE TRUSTEE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE
FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE GRANTOR
SUMMARIZING CERTAIN PROVISIONS OF THE TRUST AGREEMENT. THE TRUSTEE MAKES NO
WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF
THE [COMPANY PREFERRED SECURITIES][SUBORDINATED NOTES][ELIGIBLE INVESTMENTS] OR
OF THE TRUST PREFERRED SECURITIES; OR AS TO THE VALIDITY OR SUFFICIENCY OF THE
TRUST AGREEMENT, [THE COMPANY SECURITIES AGREEMENT] [SUBORDINATED
NOTES][ELIGIBLE INVESTMENTS] [OR THE SUBORDINATED GUARANTEE]; OR AS TO THE
VALUE OF THE TRUST PREFERRED SECURITIES OR AS TO ANY RIGHT, TITLE OR INTEREST
OF THE HOLDERS OF THE TRUST PREFERRED SECURITIES IN AND TO THE TRUST PREFERRED
SECURITIES.


 


Dated:
[               ]


 


	
   

  	
  CREDIT SUISSE GROUP CAPITAL (DELAWARE)
  TRUST II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Chase Bank USA, National Association, not
  in its individual

  capacity, but solely as Trustee on behalf of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan
  Chase Bank,
  N.A.,

  	
   

  	
   

  
	
  as Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title: Authorized Officer]

  	
   

  	
   

  
						



 


A-8