Exhibit 4.01


 


[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: 22541FEJ1

  
	
   

  	
   

  
	
  NO. 1

  	
  PRINCIPAL AMOUNT: $777,000

  



 


	
  CREDIT SUISSE (USA), INC.

  
	
  ProNotes Linked
  to the Value of a Global Basket of Indices

  
	
  due January 14,
  2011

  



 


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/ Sharon O’Connor

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sharon O’Connor

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Dennis Davitt

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Dennis Davitt

  
	
   

  	
   

  	
   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:
  December 28, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as successor Trustee to

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ James Heaney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Heaney

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 



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[REVERSE OF NOTE]


CREDIT SUISSE (USA), INC.

ProNotes Linked to the Value of a Global Basket of Indices

due January 14, 2011


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 the Bank of New York (the “Trustee”), as
successor Trustee to JPMorgan Chase Bank, 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 a Global Basket of Indices due January 14, 2011 (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 14,
2011 (the “Maturity Date”); however, if a market disruption event exists on the
final valuation date, as determined by the Calculation Agent, the Maturity Date
will be the later of January 14, 2011, and the fifth business day following the
date on which the final basket level 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 basket return, calculated as set
forth below (the “Redemption Amount”). 
If the final basket level is greater than the initial basket level, the
basket return will equal the percentage increase of the basket.  If the final basket level is equal to or less
than the initial basket level, the basket return will equal zero, and the
Redemption Amount will be equal to the principal amount of the Securities at
maturity.


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


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


	
  

  	
  final basket level - initial basket level

  	
   

  
	
   

  	
  initial basket level

  	
   

  



 


Thus, if the final
basket level is greater than the initial basket level, the basket return will
be a positive number, in which case the Redemption Amount will be greater than
the principal amount of the Securities at maturity.


·                  If the final
basket level is less than or equal to the initial basket level, then the basket
return will equal zero, and the Redemption Amount will equal the principal
amount of the Securities.


For purposes of calculating the basket return, the
basket level on any valuation date will be equal to the sum of:


(i)                                     the
product of (x) 0.40, the weighting of the EURO STOXX 50 Index in the basket,
and (y) the closing level of the EURO STOXX 50 Index on that valuation date
divided by 4112.10, the closing level of the EURO STOXX 50 Index on December
21, 2006, the index business day immediately following the date the Securities
are priced for initial sale to the public (the “trade date”);



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(ii)                                  the
product of (x) 0.25, the weighting of the FTSE 100 Index in the basket, and (y)
the closing level of the FTSE 100 Index on that valuation date divided by
6183.70, the closing level of the FTSE 100 Index on December 21, 2006, the
index business day immediately following the trade date;


(iii)                               the
product of (x) 0.25, the weighting of the Nikkei 225 Index in the basket, and
(y) the closing level of the Nikkei 225 Index on that valuation date divided by
17047.83, the closing level of the Nikkei 225 Index on December 21, 2006, the
index business day immediately following the trade date; and


(iv)                              the
product of (x) 0.10, the weighting of the S&P/ASX 200 Index in the basket,
and (y) the closing level of the S&P/ASX 200 Index on that valuation date
divided by 5583.50, the closing level of the S&P/ASX 200 Index on


(v)                                 December
21, 2006, the index business day immediately following the trade date.


The “initial basket level” equals 1.0.


The “final basket level” will equal the arithmetic
average of the basket levels on the valuation dates.


The “basket” is comprised of the following “reference
indices”:  the EURO STOXX 50 Index; the
FTSE 100 Index; the Nikkei 225 Index; and the S&P/ASX 200 Index.


The “closing level” for any reference index will be,
on any relevant index business day, the level of that reference index
determined by the Calculation Agent as of the “valuation time” for that
reference index, which is the time as of which the sponsor of such reference
index calculates the closing level of that reference index on such index
business day, as such level is calculated and published by such sponsor.


The “valuation dates” will be the 7th day of each month from and including November
7, 2010 through and including January 7, 2011, which will be the “final valuation
date”, subject to a postponement if a market disruption event occurs on a
valuation date.


A
“business day” means a 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 and that is also an
index business day.


An
“index business day” with respect to any reference index 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 applicable exchanges and
related exchanges (each as defined below), other than a day on which one or
more of the applicable exchanges or related exchanges is scheduled to close
prior to its regular weekday closing time. “Exchange,” with respect to any
reference index means the principal exchange on which any stock underlying that
reference index is traded. “Related exchange” means any exchange on which
futures or options contracts relating to that reference index are traded.



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Market
Disruption Events


A “market disruption
event” is, in respect of any reference index, the occurrence or existence on
any index business day for that reference index 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 relevant 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
relevant reference index; or


(c) a related exchange in futures contracts on the
relevant 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 a reference index on a valuation date,
then that valuation date for such reference index will be postponed to the
first succeeding index business day for that reference index on which the
Calculation Agent determines that no market disruption event exists in respect
of such reference index, unless in respect of the valuation date the
Calculation Agent determines that a market disruption event exists in respect
of such 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 valuation date for such
reference index, notwithstanding the market disruption event in respect of such
reference index, and (b) the Calculation Agent will determine the index level
for that reference index on that deemed valuation date in accordance with the
formula for and method of calculating that reference index last in effect prior
to the commencement of the market disruption event in respect of such 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 such 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 limitation, as
of the valuation time on that deemed valuation date, of each such security
comprising such reference index (subject to the provisions described below
regarding adjustments to the calculation of the reference indices” below).  The valuation date or dates, as the case may
be, for each reference index not affected by a market disruption event shall be
the scheduled valuation date or dates, as the case may be.


In the event that a market disruption event exists in
respect of a 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 valuation date for each reference index



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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 indices


If any of the reference indices 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 the
Company 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 in the prospectus.


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.


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.



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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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