Exhibit 4.4


 


[FACE OF NOTE]


 


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


 


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


 


	
  REGISTERED

  	
   

  	
  PRINCIPAL AMOUNT: $

  
	
   

  	
   

  	
  CUSIP: 22542D878

  



 


CREDIT SUISSE AG

MEDIUM-TERM NOTE

(FIXED RATE)


 


Branch: Nassau


 


Form of Note: Book-Entry Note


 


Original Issue Date (Settlement Date): February    , 2010


 


Specified Currency:                                                                                      T U.S. dollars                     o Other:


 


Authorized Denominations:                                            o  U.S. $2,000 and integral multiples of U.S.
$1,000 in excess thereof 


T Other: U.S.
$20 and integral multiples of U.S. $20 in excess thereof


 


Maturity Date: 
February    , 2020


 


Interest Payment Date(s):  N/A


 


Interest Rate: N/A

Day Count:                                                                                  o  30/360


o  Other:


 


Indexed Note                                                                                                                        T Yes: Credit
Suisse Long/Short Liquid Index (Net) (the “Index”)


o No


Manner of Determining Principal Amount
Payable at Maturity Date: See “Other Provisions” below

Manner of Determining Interest Payable at Interest Payment Date: N/A


 


Dual Currency Note:                                                                                 o Yes                                                              T No

Optional Payment Currency:

Optional Election Date:


 


Amortizing Note:                                                                                                  o Yes                                                               T No

Amortizing Schedule:


 


Original Issue Discount
Note:                                 o Yes                                                             T No 

Issue Price:


 


1

















 


Renewable
Note:                                                                                                   o Yes                                                           T No

Initial Maturity Date:


 


Optional
Redemption:                                                                         o Yes                                                           T No 

Initial Redemption Date: See  “Payment at
Maturity or Upon Repurchase” below

Initial Redemption Percentage:                                                                          %

Annual Redemption Percentage Reduction:


 


Optional
Repayment:                                                                             T Yes                                                           o No

Optional Repayment Date(s): See “Payment at Maturity or Upon Repurchase” below


 


Optional
Extension of Maturity:                    o Yes                                                            T No

Final Maturity Date:


 


Addendum Attached:                                                                            o Yes                                                            T No


 


Exchange Rate Agent: N/A


 


Other Provisions:


 


Payment at Maturity or Upon
Repurchase


 


The holder of this Note
shall receive a cash payment on the Maturity Date that will be equal to the
then outstanding principal amount of this Note times the Index Factor on the
Final Valuation Date times the Fee Factor on the Final Valuation Date, as
determined by the Calculation Agent referred to below.  On or prior to 10:30 A.M. on the
Business Day prior to the Maturity Date, the Company (as defined below) shall,
or shall cause the Calculation Agent, to provide written notice to the Trustee,
on which notice the Trustee may conclusively rely, of the cash amount due with
respect to each $20 principal amount of this Note.  The Company shall deliver to the Trustee by
10:30 AM on the Maturity Date the aggregate amount due with respect to this
Note for delivery to the holder hereof.


 


The Index Factor calculated
on any Valuation Date (including the Final Valuation Date) will be calculated
by the Calculation Agent and will be equal to the Closing Level of the Index on
such Valuation Date divided by the Initial Index Level.


 


The “Closing
Level” of the Index on any Trading Day is be the closing level
published on the Bloomberg page “CSLABLN <Index>” or any successor page on
Bloomberg or any successor service, as applicable, as determined by the
Calculation Agent; provided, however, in the event that a Valuation Date is
postponed due to a Market Disruption Event, the Calculation Agent will adjust
the Closing Level of the Index solely for the purposes of determining the Index
Factor according to the methodology described below in “Market Disruption
Events-Postponement of a Valuation Date.”


 


The “Initial
Index Level” is the Closing Level of the Index on the “Inception Date” (February    , 2010) and is equal to    .


 


The “Fee Factor”
as of any Valuation Date will be equal to one minus the aggregate investor fee,
which is the product of (i) the Annual Investor Fee and (ii) the
number of days elapsed from the Inception Date to and including such Valuation
Date divided by 365.  The “Annual Investor Fee” is equal to 0.45%.


 


“Valuation
Date” means each Trading Day from February    , 2010 to February    , 2020 inclusive. February    , 2020, is the “Final Valuation Date.”


 


In the event that the
Maturity Date of this Note is postponed due to the postponement of the Final Valuation
Date, as described in “Market Disruption Events – Postponement of a Valuation
Date”, the Company will give the Trustee and the holder of the Note written
notice of such postponement, and, once it has been determined, of the date to
which the Maturity Date has been rescheduled. 
The Company will give such notice as promptly as possible, and in 


 


2

















 


no case later than (i) with
respect to notice of postponement of the Maturity Date, the Business Day immediately
following the scheduled Final Valuation Date and (ii) with respect to the
notice of the date to which the Maturity Date has been rescheduled, the
Business Day immediately following the actual Final Valuation Date.


 


If the scheduled Maturity
Date is not a Business Day, the Maturity Date will be the next following
Business Day.  In the event that Payment
at Maturity is deferred beyond the scheduled Maturity Date as provided herein,
no interest or other amount will accrue or be payable with respect to that
deferred payment.


 


A “Trading Day”
is a day on which (i) the level of the Index is calculated and published
and (ii) trading is generally conducted on the New York Stock Exchange,
NYSE Arca and the Nasdaq Stock Market, in each case as determined by the
Calculation Agent in its sole discretion.


 


Prior to the Maturity Date,
the holder of this Note may elect to offer all or a portion of the principal
amount of this Note for repurchase by the Company on any Business Day during
the term of this Note, beginning on February    , 2010, in a principal amount of at least
$     by following the procedures set
forth below:


 


·                  Cause its broker to deliver a completed
irrevocable Offer for Repurchase (in the form attached hereto as Annex A) to
the Company by 10:00 a.m., New York City time, on the Business Day
immediately preceding the Valuation Date related to the applicable Repurchase
Date.  The holder, as beneficial owner of
this Note, must complete one portion of the Offer to Repurchase and its broker
must complete the other portion.   The
Company must acknowledge receipt from the broker in order for the offer to
repurchase to be effective;


 


·                  Cause its broker to book a delivery vs.
payment trade with respect to the principal amount of this Note offered for
repurchase on such Repurchase Date at a price equal to the applicable Daily
Repurchase Value, facing the Company; and


 


·                  Cause its broker to make its DTC custodian
deliver the trade as booked for settlement via DTC at or prior to 10:00 a.m.,
New York City time, on the applicable Repurchase Date.


 


Upon compliance with the
foregoing procedures, the Company will be obliged to repurchase the principal
amount of this Note so requested to be repurchased.


 


The Company will act as
paying agent in connection with repurchases at the election of the holder of
this Note and upon such repurchase the Company shall so advise the Trustee and
deliver the principal amount of this Note that is so repurchased to the Trustee
for cancellation.


 


The Company will have the
right to repurchase this Note in whole but not in part on or after February    , 2012, if, on or after February    , 2012, the outstanding principal amount of
this Note is $10,000,000 or less.  Any
portion of the principal amount of this Note previously repurchased by the
Company at the holder’s option will be cancelled by the Trustee on the relevant
Repurchase Date.  Consequently, as of
such Repurchase Date, the principal amount of this Note so repurchased will no
longer be considered outstanding for purposes of determining whether the
Company has the ability to exercise its repurchase right.  To call the Notes for repurchase, the Company
will deliver an irrevocable call notice to The Depository Trust Company (“DTC”)
(as the holder of this Global Note).


 


The Company will give the
Trustee a copy of the irrevocable call notice at the same time that it delivers
such notice to DTC.  On or prior to 10:30 a.m.
on the Business Day prior to the Repurchase Date, the Company shall, or shall
cause the Calculation Agent, to provide written notice to the Trustee, on which
notice the Trustee may conclusively rely, of the cash amount due with respect
to each $20 principal amount of this Note. 
The Company shall deliver to the Trustee by 10:30 a.m. on the
Repurchase Date the aggregate amount due in connection with such repurchase,
for delivery to the holder of this Note.


 


If this Note is repurchased
(either at the Company’s option or the holder’s), on the corresponding
Repurchase Date, the holder will receive a cash payment in an amount equal to
the “Daily Repurchase Value”, which is the
principal amount of this Note so subject to repurchase times the Index Factor
on the applicable Valuation Date times the Fee 


 


3

















 


Factor on the applicable
Valuation Date, as determined by the Calculation Agent.  The Valuation Date applicable to any
repurchase shall be the Trading day immediately succeeding the date the holder
has delivered a valid offer for Repurchase or the Company has delivered a valid
call notice, as applicable.


 


In the event that a
Repurchase Date is postponed due to the postponement of the applicable
Valuation Date, as described in “Market Disruption Events—Postponement of a
Valuation Date”, the Company will give the Trustee and the holder of the Note
written notice of such postponement, and, once it has been determined, of the
date to which such Repurchase Date has been rescheduled.  The Company will give such notice as promptly
as possible, and in no case later than (i) with respect to notice of
postponement of such Repurchase Date, the Business Day immediately following
the scheduled applicable Valuation Date and (ii) with respect to the
notice of the date to which such Repurchase Date has been rescheduled, the
Business Day immediately following the actual applicable Valuation Date.


 


A “Repurchase
Date” is the third Business Day following a Valuation Date.  Unless the scheduled Repurchase Date is
postponed due to a Market Disruption Event as described in “Market Disruption
Events—Postponement of a Valuation Date”, the final day on which the Company
will repurchase the Notes will be February    , 2020. 
As such, a holder must offer its Notes for repurchase no later than February    , 2020.


 


In the event that payment
upon repurchase by the Company is deferred beyond the original Repurchase Date,
as described above, no interest or other amount will accrue or be payable with respect
to that deferred payment.


 


 


Market Disruption Events


 


“Market Disruption Event” means (i) the
occurrence or existence of the failure of the applicable Factor Publisher (as
defined below) to publish a closing level for its applicable Market Factor as
of the applicable Valuation Time (as defined below), (ii) the occurrence
or existence of an Exchange Disruption (as defined below) which the Index
Committee determines is material at any time during the one-hour period that
ends at the relevant Valuation Time or for any period of more than two hours
during the relevant day or (iii) any material Related Exchange (a) not
being scheduled to open on the relevant day or (b) experiencing a material
early closure.


 


“Exchange Disruption” means any event that
disrupts or impairs (as determined by the Index Committee) the ability of
market participants in general to effect transactions in, or obtain market
values for, stocks or other securities or futures or options contracts relating
to any Market Factor on any relevant Related Exchange.


 


“Related Exchange” means, in respect of a
Market Factor, each exchange, quotation or market system on which stocks or
other securities or options or futures contracts relating to a Market Factor
are traded and where trading has a material effect (as determined by Index
Committee) on the overall market for stocks or other securities or options or
futures contracts relating to such Market Factor, and any successor to such
exchange, quotation or market system or any substitute exchange, quotation or
market system to which trading in stocks or other securities or futures or
options contracts relating to such Market Factor has temporarily relocated; provided  that
the Index Committee has determined that there is comparable liquidity relative
to the futures or options contracts relating to such Market Factor on such
temporary substitute exchange, quotation or market system as on the original
Related Exchange.


 


“Valuation Time” means, in respect of each
Market Factor, (i) the scheduled time for the publication by the Factor
Publisher of the closing level of such Market Factor or (ii) in the case
of an Exchange Disruption, the close of trading on the relevant Related
Exchange.


 


A “Factor Publisher” means the entity
responsible for publishing the respective Market Factor.


 


The various market
measures that are eligible for inclusion in the Index are the “Market Factors”. From the time of the substitution or
addition of any new market measure into the Index, such market measure shall be
considered a Market Factor for the purposes of the Index Methodology and may
itself be subject to substitution in the future.


 


The “Index Committee”
is comprised of the Head of Credit Suisse Alternative Beta Research, the Head
of Credit Suisse Alternative Beta Portfolio Management, the Head of Credit
Suisse Quantitative Equity Group within Asset 


 


4

















 


Management, the Head of Structuring for Credit Suisse
Fund Linked Products, the Head of Alternative Research for Credit Suisse
Private Bank and the Head of Quantitative Strategies in Equity Research or such
other persons as may be elected following the procedures of the Index
Committee.


 


Postponement
of a Valuation Date


 


A Valuation Date,
including the Final Valuation Date, will be postponed and thus the
determination of the Closing Level of the Index will be postponed if the
Calculation Agent reasonably determines that, on a Valuation Date, a Market
Disruption Event  has occurred or is continuing.
In such case, the Calculation Agent shall determine the Closing Level of the
Index applicable to such Valuation Date by reference to the value of each
Market Factor unaffected by the Market Disruption Event determined on the
originally scheduled Valuation Date and the value of each Market Factor
affected by the Market Disruption Event determined based upon the closing value
of such affected Market Factor or the first day immediately succeeding such
scheduled Valuation Date on which such Market Factor is no longer affected by a
Market Disruption Event.  In the event
the Valuation Date is postponed, the date the value of the last Market Factor
affected by the Market Disruption Event is determined by the Calculation Agent
will be the Valuation Date. In no event, however, will a Valuation Date be
postponed more than six scheduled Trading Days. If a Market Disruption Event
causes the postponement of the Valuation Date for six scheduled Trading Days,
the value of the affected Market Factor and the Closing Level of the Index will
be determined (or, if not determinable, estimated) by the Calculation Agent in
a manner that is commercially reasonable under the circumstances on the sixth
scheduled Trading Day after the originally scheduled Valuation Date and such
sixth scheduled Trading Day will be the Valuation Date. If the Valuation Date
is postponed due to a Market Disruption Event, the Repurchase Date (or for the
Final Valuation Date, the Maturity Date) will also be postponed by an equal
number of Business Days. Notwithstanding the foregoing, in no event will a
Valuation Date be postponed if the Market Disruption Event is affecting only
Market Factors whose current Factor Weight is equal to zero.


 


Discontinuation
or Modification of the Index


 


If the Index Committee
reasonably determines that it is necessary to discontinue publication of the
Index and the Index Committee or any other person or entity calculates and
publishes an index that the Calculation Agent, after consultation with the
Company, reasonably determines is comparable to the Index and approves as a
successor index, then the Calculation Agent will determine the level of the
Index on the applicable Valuation Date and the amount payable at maturity or
upon repurchase by the Company by reference to such successor index for the
period following the discontinuation of the Index.


 


If the Calculation Agent
reasonably determines that the publication of the Index is discontinued and
that there is no successor index, the Calculation Agent, after consultation
with the Company, will determine the amount payable by a computation
methodology that the Calculation Agent determines will as closely as reasonably
possible replicate the Index.


 


If the Calculation Agent
reasonably determines that the Index, the Market Factors or the method of
calculating the Index has been changed at any time in any significant respect,
whether the change is made by the Index Committee under its existing policies
or following a modification of those policies, is due to the publication of a
successor index, is due to events affecting one or more of the Market Factors,
or is due to any other reason—then the Calculation Agent, after consultation
with the Company, will be permitted (but not required) to make such adjustments
to the Index or method of calculating the Index as it reasonably believes are
appropriate to ensure that the level of the Index used to determine the amount
payable on the Maturity Date or upon repurchase by the Company replicates as
fully as possible the economic character of the Index.


 


Calculation Agent


 


Credit Suisse
International will serve as the Calculation Agent for this Note. The
Calculation Agent will, in its reasonable discretion, make all determinations
regarding the value of the Notes, including at maturity or upon repurchase by
the Company, Market Disruption Events, Business Days, Trading Days, the Fee
Factor, the Index Factor, the default amount, the Closing Level of the Index on
any Valuation Date, the Maturity Date, Repurchase Dates, the amount payable in
respect of the Notes at maturity or upon repurchase by the holder or the
Company and 


 


5

















 


any other calculations or
determinations to be made by the Calculation Agent as specified herein. Absent
manifest error, all determinations of the Calculation Agent will be final and
binding on the holder and the Company, without any liability on the part of the
Calculation Agent. The holder will not be entitled to any compensation from the
Company for any loss suffered as a result of any of the above determinations by
the Calculation Agent.


 


All determinations and
adjustments to be made by the Calculation Agent with respect to the level of
the Index and the amount payable at maturity or upon repurchase by the Company
or otherwise relating to the level of the Index may be made in the Calculation
Agent’s reasonable discretion. The Calculation Agent shall make all
determinations and adjustments such that, to the greatest extent possible, the
fundamental economic terms of the Index are equivalent to those immediately
prior to the event requiring or permitting such determinations or adjustments.


 


Default Amount on
Acceleration


 


In case an Event of Default
with respect to this Note shall have occurred and be continuing, the amount
declared due and payable upon any acceleration of this Note will be determined
by the Calculation Agent and will equal the Daily Repurchase Value for the
outstanding principal amount of this Note determined as of the next Valuation
Date.  Promptly after the acceleration of
this Note as aforesaid, the Company shall, or shall cause the Calculation Agent
to, provide written notice to the Trustee, on which notice the Trustee may
conclusively rely, of the cash amount due with respect to each $20 principal
amount of this Note upon such acceleration.


 


Credit Suisse AG (formerly
Credit Suisse), a corporation established under the laws of, and duly licensed
as a bank in, Switzerland (together with its successors and assigns, the “Company”), for value received, hereby promises to pay to
Cede & Co. or registered assignees, the amount of cash, as determined
in accordance with the provisions set forth under “Payment at Maturity” above,
due with respect to the principal sum of U.S. $    (UNITED STATES DOLLARS     ), on the Maturity Date specified on the
face hereof (or in the pricing supplement attached hereto or delivered
herewith) (except to the extent redeemed or repaid prior to the Maturity Date)
and to pay interest thereon, if any, from the Original Issue Date specified on
the face hereof (or in the pricing supplement attached hereto or delivered
herewith) at the Interest Rate per annum specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith) until the
Principal hereof is paid or duly made available for payment (except as provided
below).  The Company will pay interest,
if any, in arrears on Interest Payment Date(s) specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith)
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith), and on the Maturity Date (or any Redemption Date
or Repayment Date) (these and certain other capitalized terms used herein are
defined on the reverse of this Note); provided, however, that if
the Original Issue Date occurs between a Record Date, as defined below, and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original Issue Date and will be
payable to the registered holder of this Note (the “Holder” and, collectively,
the “Holders”) on the Record Date with
respect to such second Interest Payment Date; and provided, further,
that if an Interest Payment Date or the Maturity Date (or any Redemption Date
or Repayment Date) would fall on a day that is not a Business Day, payment of
interest, premium, if any, or Principal otherwise payable on such date shall
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or on
the Maturity Date (or any Redemption Date or Repayment Date), and no interest
shall accrue for the period from and after the Interest Payment Date or the
Maturity Date (or any Redemption Date or Repayment Date) to such next
succeeding Business Day.


 


Payment of the Principal of
this Note, any premium and the interest due on the Maturity Date (or any
Redemption Date or Repayment Date) will be made in immediately available funds
upon surrender of this Note at the office or agency of such paying agent as the
Company may determine maintained for that purpose in the Borough of Manhattan,
The City of New York (a “Paying Agent”),
or at the office or agency of such other Paying Agent as the Company may
determine.


 


Notwithstanding the
foregoing, if an Addendum is attached hereto or “Other Provisions” apply to
this Note as specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), this Note shall be subject to the terms
set forth in such Addendum or such “Other Provisions”.


 


6

















 


Interest on this Note, if
any, will accrue from the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been paid or duly
provided for, from the Original Issue Date, until the Principal hereof has been
paid or duly made available for payment (except as provided herein).  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date, will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to an Interest Payment Date (whether or not a
Business Day) (each such date a “Record Date”); provided, however,
that interest payable on the Maturity Date (or any Redemption Date or Repayment
Date) will be payable to the person to whom the Principal hereof shall be
payable.


 


If the Specified Currency
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) is other than U.S. dollars, any payment on this Note on an
Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment
Date) will be made in U.S. dollars, as provided below, unless the Holder hereof
elects by written request (which request shall also include appropriate wire
transfer instructions) to the Paying Agent at its corporate trust office in The
City of New York received on or prior to the Record Date relating to an
Interest Payment Date or at least 10 days prior to the Maturity Date (or any
Redemption Date or Repayment Date), as the case may be, to receive such payment
in such Specified Currency except as provided on the reverse hereof; provided,
that any U.S. dollar amount to be received by a Holder of this Note will be
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent appointed by the Company and specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) (the “Exchange
Rate Agent”), at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of such Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all Holders of Notes having the same terms as this Note
(including Original Issue Date) scheduled to receive U.S. dollar payment and at
which the applicable dealer commits to execute a contract; provided, further,
that if such bid quotations are not available, such payments shall be made in
such Specified Currency.  All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments.  The Holder hereof may elect to
receive payment in such Specified Currency for all such payments and need not
file a separate election for each such payment, and such election shall remain
in effect until revoked by written notice to the Paying Agent at its corporate
trust office in The City of New York received on a date prior to the Record
Date for the relevant Interest Payment Date or at least 10 calendar days prior
to the Maturity Date (or any Redemption Date or Repayment Date), as the case
may be; provided, that such election is irrevocable as to the next
succeeding payment to which it relates; if such election is made as to full
payment on this Note, such election may thereafter be revoked so long as the
Paying Agent is notified of the revocation within the time period set forth
above.


 


If the Specified Currency specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is U.S. dollars, payment of the Principal of and premium, if any, and
interest on this Note will be made in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payments of interest,
other than interest due at maturity (or any Redemption Date or Repayment Date)
will be made by United States dollar check mailed to the address of the person
entitled thereto as such address shall appear in the Note register.


 


A Holder of U.S. $5,000,000
(or, if the Specified Currency specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) is other than U.S. dollars,
the equivalent thereof in the Specified Currency) or more in aggregate
principal amount of Notes having the same Interest Payment Date will be
entitled to receive payments of interest, other than interest due at maturity
(or any Redemption Date or Repayment Date), by wire transfer of immediately
available funds to an account within the United States maintained by the Holder
of this Note if appropriate wire transfer instructions in writing have been
received by the Paying Agent not less than 10 days prior to the applicable
Interest Payment Date; provided, however, that, unless
alternative arrangements are made, any such payments to be made in a Specified
Currency other than U.S. dollars shall be made to an account at a bank outside
the United States.


 


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


 


7

















 


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, as defined
on the reverse hereof, by manual signature, this Note shall not be entitled to
any benefit under the Indenture, as defined on the reverse hereof, or be valid
or obligatory for any purpose.


 


8

















 


IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed.


 


	
   

  	
  CREDIT SUISSE AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


9






 












 


[REVERSE OF NOTE]


 


CREDIT SUISSE AG

MEDIUM-TERM NOTE

(FIXED RATE)


 


This Note is one of a duly authorized issue
of Medium-Term Notes (the “Notes”) of the Company.  The Notes are issuable under a senior
indenture, dated as of March 29, 2007 (the “Indenture”), between the
Company and The Bank of New York Mellon (formerly The Bank of New York) , as
trustee (the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Company, the Trustee and
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered.  The Bank of New York
Mellon has been appointed Authenticating Agent with respect to the Notes, and
The Bank of New York Mellon at its corporate trust office in The City of New
York has been appointed the Registrar and Paying Agent with respect to the
Notes.  The terms of individual Notes may
vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Indenture.  To the extent not inconsistent herewith, the
terms of the Indenture are hereby incorporated by reference herein.  This Note will not be subject to any sinking
fund and, unless otherwise provided on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) in accordance with the
provisions of the following two paragraphs, will not be redeemable or subject
to repayment at the option of the Holder prior to maturity.


 


This Note will be subject to redemption at
the option of the Company on any date on or after the Initial Redemption Date,
if any, specified on the face hereof, or as otherwise specified on the face
hereof, (or in the pricing supplement attached hereto or delivered herewith),
in whole or from time to time in part in increments of U.S. $20 and integral
multiples of U.S. $20 in excess thereof or the minimum Authorized Denomination
(provided that any remaining principal amount hereof shall be at least
U.S. $20 or such minimum Authorized Denomination), at the Redemption Price (as
defined below), together with unpaid interest accrued thereon to the date fixed
for redemption (each, a “Redemption Date”) , or as otherwise specified on the
face hereof, on notice given no more than 60 nor less than 30 calendar days
prior to the Redemption Date and in accordance with the provisions of the
Indenture.  The “Redemption Price” shall
initially be the Initial Redemption Percentage specified on the face hereof (or
in the pricing supplement attached hereto or delivered herewith) multiplied by
the unpaid principal amount of this Note to be redeemed.  The Initial Redemption Percentage shall
decline at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) until the Redemption Price is
100% of unpaid principal amount to be redeemed. 
In the event of redemption of this Note in part only, a new Note of like
tenor for the unredeemed portion hereof and otherwise having the same terms as
this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.


 


This Note will be subject to repayment by the
Company at the option of the Holder hereof on the Optional Repayment Date(s),
if any, specified on the face hereof, or as otherwise specified on the face
hereof, (or in the pricing supplement attached hereto or delivered herewith),
in whole or in part in increments of U.S. $20 and integral multiples of U.S.
$20 in excess thereof or the minimum Authorized Denomination (provided
that any remaining principal amount hereof shall be at least U.S. $20 or such
minimum Authorized Denomination), at a repayment price equal to 100% of the
unpaid principal amount to be repaid, together with unpaid interest accrued
thereon to the date fixed for repayment (each, a “Repayment Date”), or as
otherwise specified on the face hereof. 
For this Note to be repaid, in whole or in part, this Note must be
received, together with the form hereon entitled “Option to Elect Repayment”,
or other form as may be attached hereto, duly completed, by the Trustee at its
corporate trust office not more than 60 nor less than 30 calendar days prior to
the Repayment Date.  Exercise of such
repayment option by the Holder hereof will be irrevocable.  In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an
Original Issue Discount Note, the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity will be equal to
the sum of (i) the Issue Price specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) (increased by any
accruals of the 


 


10

















 


Discount, as defined below)
and, in the event of any redemption of this Note (if applicable), multiplied by
the Initial Redemption Percentage (as adjusted by the Annual Redemption
Percentage Reduction, if applicable) and (ii) any unpaid interest on this
Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be.  The difference between the Issue Price and
100% of the principal amount of this Note is referred to herein as the “Discount”.


 


For purposes of determining the amount of
Discount that has accrued as of any Redemption Date, Repayment Date or date of
acceleration of maturity of this Note, such Discount will be accrued so as to
cause the yield on the Note to be constant (computed using the “Constant Yield”
method in accordance with the rules under the Internal Revenue Code of
1986, as amended).  The constant yield
will be calculated using a 30-day month, 360-day year convention, a compounding
period that, except for the Initial Period (as defined below), corresponds to
the shortest period between Interest Payment Dates (with ratable accruals
within a compounding period) and an assumption that the maturity of this Note
will not be accelerated.  If the period
from the Original Issue Date to the initial Interest Payment Date (the “Initial
Period”) is shorter than the compounding period for this Note, a proportionate
amount of the yield for an entire compounding period will be accrued.  If the Initial Period is longer than the
compounding period, then such period will be divided into a regular compounding
period and a short period, with the short period being treated as provided in
the preceding sentence.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an
Indexed Note, the Principal hereof payable at Maturity Date or interest to be
paid on this Note, or both, will be determined by reference to the price or
prices of specified commodities, stocks or indices, the exchange rate of a
specified currency relative to one or more currencies, currency units,
composite currencies or units of account, or such other price or exchange rate specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith).  Information as to the method
for determining the Principal hereof payable at Maturity Date, the manner of
determining the interest rate, certain historical information with respect to
the specified indexed item and tax considerations associated with an investment
in the Indexed Notes will be set forth in the applicable pricing supplement.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as a Dual
Currency Note, the Company may have a one time option, exercisable on the
Option Election Date specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), in whole, but not in part, with respect
to all Dual Currency Notes issued on the same day and having the same terms, of
making all payments of Principal, premium, if any, and interest after the
exercise of such option, whether at maturity or otherwise (which payment would
otherwise be made in the Specified Currency of such Notes), in an optional
currency (the “Optional Payment Currency”) specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith).  The terms of the Dual Currency Notes,
together with information as to the relative value of the Specified Currency
compared to the Optional Payment Currency and as to tax considerations
associated with an investment in the Dual Currency Notes will be set forth in
the applicable pricing supplement.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an
Amortizing Note, the Company will make payments combining Principal and
interest in installments over the life of such Note.  Payments with respect to Amortizing Notes
will be applied first to the interest due and payable on the Notes and then to
the reduction of the unpaid Principal of the Notes.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as a
Renewable Note, this Note will mature on an Interest Payment Date set forth on
the face hereof (or in the applicable pricing supplement attached hereto or
delivered herewith), unless the maturity of all or a portion of the Principal
amount of this Note is extended in accordance with the procedures set forth in
the applicable pricing supplement.


 


If so specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), the Maturity Date of
this Note may be extended at the option of the Company for one or more periods
up to but not beyond the date (the “Final Maturity Date”) set forth on the face
hereof (or in the pricing supplement attached hereto or delivered herewith).


 


11

















 


This Note is unsecured and ranks pari passu
with all other unsecured and unsubordinated indebtedness of the Company.


 


This Note, and any Note or Notes issued upon
transfer or exchange hereof, is issuable only in fully registered form, without
coupons, and, if denominated in U.S. dollars, is issuable only in denominations
of U.S. $20 or any integral multiple of U.S. $20 in excess thereof.  If this Note is denominated in a Specified Currency
other than U.S. dollars, then, unless a higher minimum denomination is required
by applicable law, it is issuable only in the minimum Authorized Denomination
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) or any amount in excess thereof which is an integral
multiple thereof.


 


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


 


Promptly after the acceleration of this Note
as aforesaid, the Company shall, or shall cause the Calculation Agent to,
provide written notice to the Trustee, on which notice the Trustee may
conclusively rely, of the cash amount due with respect to each $20 stated
principal amount of this Note upon such acceleration.


 


The Indenture contains provisions which
provide that the Company and the Trustee may amend or supplement the Indenture
or the Notes without notice to or the consent of any Holder in order to (i) cure
any ambiguity, defect or inconsistency in the Indenture, provided that
such amendments or supplements shall not materially and adversely affect the
interests of the Holders; (ii) comply with the requirements of the
Indenture if the Company consolidates with, merges with or into, or sells,
conveys, transfers, leases or otherwise disposes of all its property and
assets, to any person; (iii) comply with any requirements of the
Commission in connection with the qualification of the Indenture under the
Trust Indenture Act; (iv) evidence and provide for the acceptance of
appointment hereunder with respect to the Notes by a successor Trustee; (v) provide
for uncertificated or unregistered Notes and to make all appropriate changes
for such purpose; (vi) provide for a guarantee from a third party on
outstanding Notes that are issued under the Indenture; or (vii) make any
change that does not materially and adversely affect the rights of any Holder.


 


The Indenture contains provisions which
provide that, without prior notice to any Holders, the Company and the Trustee
may amend the Indenture and the Notes with the written consent of the Holders
of a majority in principal amount of the outstanding Securities of all series
affected by such amendment (all such series voting as one class), and the
Holders of a majority in principal amount of the outstanding Securities of all
series affected thereby (all such series voting as one class) by written notice
to the Trustee may waive future compliance by the Company with any provision of
the Indenture or the Notes; provided that, without the consent of each
Holder of the Securities affected thereby, an amendment or waiver, including a
waiver of past defaults, may not: (i) extend the stated maturity of the
Principal of, or any sinking fund obligation or any installment of interest on,
such Holder’s Note, or reduce the principal amount thereof or the rate of
interest thereon (including any amount in respect of original issue discount),
or adversely affect the rights of such Holder under any mandatory redemption or
repurchase provision or any right of redemption or repurchase at the option of
such Holder, or reduce the amount of the Principal of an Original Issue
Discount Note that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy, insolvency or
similar proceeding, or change any place of payment where, or the currency in
which, any Principal or the interest thereon is payable, modify any right to
convert or exchange such Holder’s Note for another security to the detriment of
the Holder or impair the right to institute suit for the enforcement of any
such payment on or after the due date therefor; (ii) reduce the percentage
in principal amount of outstanding Notes the consent of whose Holders is
required for any such supplemental indenture, for any waiver of compliance with
certain provisions of the Indenture or certain Defaults and their consequences
provided for in the Indenture; (iii) waive a Default in the payment of
Principal of or interest on any Note of such Holder; or (iv) modify any of
the provisions of the Indenture governing supplemental indentures with the
consent of Holders except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Security affected thereby.


 


12

















 


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


 


Except as set forth below, if the Principal
of, or premium, if any, or interest on, this Note is payable in a Specified
Currency other than U.S. dollars and such Specified Currency is not available
to the Company for making payments thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, then the Company will be entitled to satisfy its obligations
to the Holder of this Note by making such payments in U.S. dollars on the basis
of the Market Exchange Rate (as defined below) on the date of such payment or,
if the Market Exchange Rate is not available on such date, as of the most
recent practicable date.  Any payment
made under such circumstances in U.S. dollars where the required payment is in
a Specified Currency other than U.S. dollars will not constitute an Event of
Default.


 


All determinations referred to above made by
the Company or its agents shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and binding on
Holders of Notes.  So long as this Note
shall be outstanding, the Company will cause to be maintained an office or
agency for the payment of the Principal of and premium, if any, and interest on
this Note as herein provided in the Borough of Manhattan, The City of New York,
and an office or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Notes.  The Company may designate other agencies for
the payment of said Principal, premium, if any, and interest at such place or
places (subject to applicable laws and regulations) as the Company may
decide.  So long as there shall be any
such agency, the Company shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.


 


No provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein and in
the Indenture prescribed unless otherwise agreed between the Company and the
registered Holder of this Note.


 


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


 


The Company or any agent of the Company, the
registrar of the Notes or the Trustee may treat the Holder in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note is overdue, and neither the Company, the Registrar, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


No recourse shall be had for the payment of
the Principal of, or premium, if any, or the interest on, this Note, for any
claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


 


This Note shall for all purposes be governed
by, and construed in accordance with, the laws of the State of New York
(without regard to conflicts of law principles thereof).


 


13

















 


As used herein:


 


(i)            the term “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 and London, England and any other place of
payment with respect to the applicable Notes and (i) with respect to Notes
denominated in a Specified Currency other than U.S. dollars or euro, “Business
Day” shall not include a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in the
principal financial center of the country of the Specified Currency, or (ii) with
respect to Notes denominated in euro, “Business Day” shall also include any day
on which the TransEuropean Real-Time Gross Settlement Express Transfer (TARGET)
System is in place;


 


(ii)           the term “Market Exchange Rate” shall mean the noon U.S.
dollar buying rate in The City of New York for cable transfers as published by
the Federal Reserve Bank of New York;


 


(iii)          the term “United States” means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and


 


(iv)          all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.


 


14

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


TEN COM—as tenants in common


 


TEN ENT—as tenants by the entireties


 


JT TEN—as joint tenants with right of survivorship
and not as tenants in common


 


	
  UNIF
  GIFT MIN ACT—

  	
   

  	
  (Custodian)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Under Uniform Gifts to Minors Act

  	
   

  	
   

  	
  (State)

  	
   

  



 


Additional abbreviations may also be used though not
in the above list.


 


15

















 


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


 


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

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

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

  
	
   

  
	
   

  	
  attorney
  to

  
	
  transfer such Note on the books of the Company,
  with full power of substitution in the premises.

  



 


	
   

  	
   

  	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE: The signature to this assignment must
  correspond with the name as written upon the face of the within Note in every
  particular without alteration or enlargement or any change whatsoever.

  



 


16

















 


ANNEX A

FORM OF OFFER FOR REPURCHASE


 


 


PART A: TO BE
COMPLETED BY THE BENEFICIAL OWNER


	
  Dated:

  	
   

  	
   

  
	
   

  	
  [insert
  date]

  	
   

  



Credit Suisse AG (“Credit
Suisse”)


Fax: 917-326-3140


Re: Exchange Traded Notes
due February 19, 2020


Linked to the Credit
Suisse Long/Short Liquid Index (Net) (the “ETNs”)


 


Ladies and Gentlemen:


 


The undersigned
beneficial owner hereby irrevocably offers to Credit Suisse the right to
repurchase the ETNs, as described in the Pricing Supplement dated February   , 2010, in the amounts and on the date set
forth below.


 


	
  Name of beneficial
  holder:

  	
   

  
	
   

  	
  [insert
  name of beneficial owner]

  



Stated principal amount
of ETNs offered for repurchase (You must offer at least     ETNs


($    stated principal amount) for repurchase at
one time for your offer to be valid.):


[insert
principal amount of ETNs offered for repurchase by Credit Suisse]


 


	
  Applicable Valuation
  Date:

  	
                        , 20     

  
	
  Applicable repurchase
  date:

  	
                        , 20     

  
	
   

  	
  [insert
  a date that is three Business Days following the applicable Valuation Date]

  
	
  Contact Name:

  	
   

  
	
   

  	
  [insert
  the name of a person or entity to be contacted with respect to this Offer for
  Repurchase]

  
	
  Telephone #:

  	
   

  
	
   

  	
  [insert
  the telephone number at which the contact person or entity can be reached]

  
					



 


My ETNs are held in the
following DTC Participant’s Account (the
following information is available from the broker through which you hold your
ETNs):


 


	
  Name:

  
	
   

  
	
   

  
	
  DTC Account Number (and any relevant sub-account):

  
	
   

  
	
  Contact Name:

  
	
   

  
	
  Telephone Number:

  



 


Acknowledgement: In
addition to any other requirements specified in the Pricing Supplement being satisfied,
I acknowledge that the ETNs specified above will not be repurchased unless (i) this
Offer for Repurchase, as completed and signed by the DTC Participant through
which my ETNs are held (the “DTC Participant”), is delivered to Credit Suisse
by 10:00 a.m., New York City time, on the Business Day immediately
preceding the applicable Valuation Date, (ii) the DTC Participant has booked
a “delivery vs. payment” (“DVP”) trade on the applicable Valuation Date facing
Credit Suisse, and (iii) the DTC Participant instructs DTC to deliver the
DVP trade to Credit Suisse as booked for settlement via DTC at or prior to
10:00 a.m., New York City time, on the applicable repurchase date.


 


17

















 


The undersigned
acknowledges that Credit Suisse will not be responsible for any failure by the
DTC Participant through which such undersigned’s ETNs are held to fulfill the
requirements for repurchase set forth above.


 


	
   

  	
   

  
	
  [Beneficial Holder]

  	
   

  



PART B OF THIS
NOTICE IS TO BE COMPLETED BY THE DTC PARTICIPANT IN WHOSE ACCOUNT THE ELEMENTS
ARE HELD AND DELIVERED TO CREDIT SUISSE BY 10:00 A.M., NEW YORK CITY TIME,
ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE APPLICABLE VALUATION DATE


 


18