Exhibit 4.09


[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.


	
  REGISTERED

  	
  CUSIP: 22541FDW3

  
	
   

  	
   

  
	
  NO. 1

  	
  PRINCIPAL AMOUNT: $1,000,000

  



 


	
  CREDIT SUISSE (USA),
  INC.

  ProNotes Linked to the Value of the S&P 500 Index

  due January 29, 2010

  



 


CREDIT SUISSE (USA), INC., a Delaware corporation (the
“Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, at the office or agency of the Company in New
York, New York, the Redemption Amount (as defined on the reverse hereof) on the
maturity date (as defined on the reverse hereof), in the coin or currency of
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.


This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture referred to on the reverse
hereof.


This Note will not pay
interest.



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IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed under its corporate seal.


	
  

  	
   

  	
   

  
	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
  /s/ Peter Feeney

  
	
   

  	
   

  	
  Name: Peter Feeney

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grace Koo

  
	
   

  	
   

  	
  Name: Grace Koo

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
				



 


CERTIFICATE OF AUTHENTICATION


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


	
  Dated: July 31, 2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ignazio Tamburello

  
	
   

  	
   

  	
  Name: Ignazio Tamburello

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
				



 



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[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

ProNotes Linked to the Value of the S&P 500 Index

due January 29, 2010


This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a senior indenture,
dated as of June 1, 2001 (the “Indenture”), between the Company and JPMorgan
Chase Bank, as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, and the Holders of the Securities.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Indenture. 
This Note is one of a series designated as the ProNotes Linked to the
Value of the S&P 500 Index, due January 29, 2010 (the “Note”).


This Note will not pay interest.


This Note is payable in the manner, with the effect
and subject to the conditions provided in the Indenture.


If a payment date is not a business day as defined in
the Indenture at a place of payment, payment may be made at that place on the
next succeeding day that is a business day, and no interest shall accrue for
the intervening period.


The Indenture provides that, without prior notice to
any Holders, the Company and the Trustee may amend the Indenture and the
Securities of any series 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) may waive future
compliance by the Company with any provision of the Indenture or the Securities
of such series by written notice to the Trustee; provided that, without the
consent of each Holder of the Securities of each series affected thereby, an
amendment or waiver, including a waiver of past defaults, may not: (i) extend
the stated maturity of the Principal of, or any sinking fund obligation or any
installment of interest on, such Holder’s Security, or reduce the principal
amount thereof or the rate of interest thereon (including any amount in respect
of original issue discount), or any premium payable with respect thereto, or
adversely affect the rights of such Holder under any mandatory redemption or
repurchase provision or any right of redemption or repurchase at the option of
such Holder, or reduce the amount of the Principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy, or change any
place of payment where, or the currency in which, any Security of such series
or any



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premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the due date therefor; (ii) reduce the percentage
in principal amount of outstanding Securities of the relevant series the
consent of whose Holders is required for any such supplemental indenture, for
any waiver of compliance with certain provisions of the Indenture or certain
Defaults and their consequences provided for in the Indenture; (iii) waive a
Default in the payment of Principal of or interest on any Security of such
Holder; or (iv) modify any of the provisions of the Indenture governing
supplemental indentures with the consent of Securityholders except to increase
any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.


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


The Indenture provides that a series of Securities may
include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. 
The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. 
Notwithstanding any other provision of the Indenture, subject to certain
exceptions, with respect to sections of the Indenture concerning the execution,
authentication and terms of the Securities, redemption of the Securities,
Events of Default of the Securities, defeasance of the Securities and amendment
of the Indenture, if any series of Securities includes more than one tranche,
all provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided
with respect to such series or tranche pursuant to a board resolution or a
supplemental indenture establishing such series or tranche.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Redemption Amount of
this Note in the manner, at the place, at the time and in the coin or currency
herein prescribed.


The Securities are issuable initially only in
registered form without coupons in denominations of $10,000 and any integral
multiples of $1,000 in excess of that amount at the office or agency of the
Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture.



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The Securities will not be redeemable at the option of
the Company prior to maturity.


The Company will not be required to pay any Additional
Amounts on the Securities.


Maturity
Date


The maturity date of the Securities is January 29, 2010 (the “maturity date”);
however, if a market disruption event exists on the valuation date, as
determined by the Calculation Agent, the maturity date will be the later of January 29, 2010, and the fifth business day
following the date on which the closing price for the reference shares is
calculated.


Redemption
Amount


The Company will redeem the Securities at maturity for
a redemption amount in cash that will be equal to the principal amount of the
Securities multiplied by the sum of 1 plus the index return, calculated as set
forth below (the “redemption amount”). 
If the final index level is greater than the initial index level, the
index return will equal the percentage increase of the index subject to a cap
of 35%.  If the final index level is
equal to or less than the initial index level, the index return will equal
zero, and the redemption amount will be equal to the principal amount of the
Securities at maturity.


How the index return will be calculated depends on
whether the final index level is greater than or less than or equal to the
initial index level:


·                  If the final
index level is greater than the initial index level, then the index return will
equal:




	
  final index level - initial
  index level*

  	
   

  
	
  initial index level

  	
   

  










*                    Index
return is subject to a cap of 35%.


Thus, if the final index level is greater than the
initial index level, the index return will be a positive number, in which case
the redemption amount will be greater than the principal amount of the
Securities at maturity, but in no case more than 135%.


·                  If the final
index level is less than or equal to the initial index level, then the index
return will equal zero, and the redemption amount will equal the principal
amount of the securities.


For purposes of calculating the index return, the
initial index level is 1268.40, the level on July 26, 2006, the date the
Securities are priced for initial sale to the public.  The final index level will equal the closing
level of the reference index on the valuation date, subject to postponement if
a market disruption even occurs.


The “valuation
date” is January 26, 2010, subject to postponement if a market disruption event
occurs on that date.



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A “business day” is any
day, other than a Saturday, Sunday or a day on which banking institutions in
New York, New York are generally authorized or obligated by law, regulation or
executive order to close.


An “index business day” is
any day that is (or, but for the occurrence of a market disruption event, would
have been) a day on which trading is generally conducted on the exchanges and
related exchanges (each as defined below), other than a day on which one or
more of the exchanges or related exchanges is scheduled to close prior to its
regular weekday closing time. “Exchange,” means the principal exchange on which
any stock underlying the reference index is traded. “Related exchange” means
any exchange on which futures or options contracts relating to the reference
index are traded.


Market
Disruption Events


A “market disruption
event” is, in respect of the reference index, the occurrence or existence on
any index business day during the one-half hour period that ends at the relevant
valuation time, of any suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the relevant
exchange or otherwise) on:


(a) the exchanges in
securities that comprise 20% or more of the level of the reference index based
on a comparison of (1) the portion of the level of the reference index
attributable to each security in which trading is, in the determination of the
Calculation Agent, materially suspended or materially limited relative to (2)
the overall level of the reference index, in the case of (1) or (2) immediately
before that suspension or limitation;


(b) a related exchange in
options contracts on the reference index; or


(c) a related exchange in
futures contracts on the reference index;


in the case of (a), (b)
or (c) if, in the determination of the Calculation Agent, such suspension or
limitation is material.


If the Calculation Agent
determines that a market disruption event exists in respect of the reference
index on the valuation date, then the valuation date for the reference index
will be postponed to the first succeeding index business day on which the
Calculation Agent determines that no market disruption event exists in respect
of the reference index, unless in respect of the valuation date the Calculation
Agent determines that a market disruption event exists in respect of the
reference index on each of the five index business days immediately following
the scheduled valuation date.  In that
case, (a) the fifth succeeding index business day following the scheduled
valuation date will be deemed to be the final valuation date for the reference
index, notwithstanding the market disruption event in respect of the reference
index, and (b) the Calculation Agent will determine the index level for the
reference index on that deemed valuation date in accordance with the formula
for and method of calculating the reference index last in effect prior to the
commencement of the market disruption event in respect of the reference index
using exchange traded prices on the relevant exchanges (as determined by the
Calculation Agent in its sole and absolute discretion) or, if trading in any
security or securities comprising the reference index has been materially
suspended or materially limited, its good faith estimate of the prices that
would have prevailed on the exchanges (as determined by the Calculation Agent
in its sole and absolute discretion) but for the suspension or



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limitation, as of the
valuation time on that deemed final valuation date, of each such security
comprising the reference index (subject to the provisions described under “Adjustments
to the calculation of the reference index” below).


In the event that a
market disruption event exists in respect of the reference index on the
valuation date, the maturity date of the securities will be postponed to the
fifth business day following the day as of which the closing level on the final
valuation date for the reference index has been calculated.  No interest or other payment will be payable
because of any such postponement of the maturity date.


Adjustments
to the calculation of the reference index


If the reference index is
(a) not calculated and announced by its sponsor but is calculated and announced
by a successor acceptable to the Calculation Agent or (b) replaced by a
successor index using, in the determination of the Calculation Agent, the same
or a substantially similar formula for and method of calculation as used in
such reference index, then such reference index will be deemed to be the index
so calculated and announced by that successor sponsor or that successor index,
as the case may be.


Upon any selection by the
Calculation Agent of a successor index, the Calculation Agent will cause notice
to be furnished to us and the trustee, which will provide notice of the
selection of the successor index to the registered holders of the securities in
the manner set forth below.


If (x) on or prior to a
valuation date any index sponsor makes, in the determination of the Calculation
Agent, a material change in the formula for or the method of calculating a
reference index or in any other way materially modifies a reference index
(other than a modification prescribed in that formula or method to maintain
such reference index in the event of changes in constituent stocks and
capitalization and other routine events) or (y) on any valuation date an index
sponsor (or a successor sponsor) fails to calculate and announce a reference
index, then the Calculation Agent will calculate the redemption amount using,
in lieu of a published level for such reference index, the level for such
reference index as at the valuation time on the valuation date as determined by
the Calculation Agent in accordance with the formula for and method of
calculating such reference index last in effect prior to that change or
failure, but using only those securities that comprised such reference index
immediately prior to that change or failure.


Events of Default and Acceleration


In case an Event of Default (as defined in the
Indenture) with respect to the Securities shall have occurred and be
continuing, the amount declared due and payable upon any acceleration of the
Securities (in accordance with the acceleration provisions set forth in the
prospectus) will be determined by the Calculation Agent and will equal, for
each security, the arithmetic average, as determined by the Calculation Agent,
of the fair market value of the Securities as determined by at least three but
not more than five broker-dealers (which may include Credit Suisse Securities
(USA) LLC or any of the Company’s other subsidiaries or affiliates) as will
make such fair market value determinations available to the Calculation Agent.



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The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of, or on account of, the redemption amount hereof,
and for all other purposes, and neither the Company nor the Trustee nor any
agent of the Company or the Trustee shall be affected by any notice to the
contrary.


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


The Calculation Agent for the Securities (the “Calculation
Agent”) is Credit Suisse International. 
The calculations and determinations of the Calculation Agent will be
final and binding upon all parties (except in the case of manifest error).  The Calculation Agent will have no
responsibility for good faith errors or omissions in its calculations and determinations,
whether caused by negligence or otherwise.


Terms used herein that are defined in the Indenture
and not otherwise defined herein shall have the respective meanings assigned
thereto in the Indenture.


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



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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 Issuer, with
  full power of substitution in the premises.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
						



 



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