EXHIBIT 4.11


 


[FORM OF]


 


AMENDED AND RESTATED


 


TRUST AGREEMENT


 


OF


 


CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST II


 


DATED AS OF [     ]


 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  
	
  Section 1.01. Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  
	
  TRUST
  INDENTURE ACT

  
	
   

  	
   

  
	
  Section 2.01. Trust
  Indenture Act; Application

  	
  7

  
	
  Section 2.02. Lists of
  Holders of the Trust Preferred Securities

  	
  7

  
	
  Section 2.03. Reports by
  the Trustee

  	
  7

  
	
  Section 2.04. Periodic
  Reports to the Trustee

  	
  8

  
	
  Section 2.05. Evidence of
  Compliance with Conditions Precedent

  	
  8

  
	
  Section 2.06. Defaults;
  Waiver

  	
  8

  
	
  Section 2.07. Notice of
  Default

  	
  9

  
	
   

  	
   

  
	
  ARTICLE III

  
	
  CONTINUATION
  OF TRUST

  
	
   

  	
   

  
	
  Section 3.01. Continuation
  of Trust

  	
  9

  
	
  Section 3.02. Trust Account

  	
  10

  
	
  Section 3.03. Title to
  Trust Property

  	
  10

  
	
  Section 3.04. Office of the
  Delaware Trustee; Location of Books and Records

  	
  10

  
	
  Section 3.05. Assets of the
  Trust

  	
  11

  
	
  Section 3.06. Liability of
  Holders of the Trust Preferred Securities

  	
  11

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
  FORM OF
  TRUST PREFERRED SECURITIES, EXECUTION AND DELIVERY,TRANSFER

  AND SURRENDER OF TRUST PREFERRED SECURITIES

  
	
   

  	
   

  
	
  Section 4.01. Form and
  Transferability of Trust Preferred Securities

  	
  11

  
	
  Section 4.02. Issuance of
  Trust Preferred Securities

  	
  12

  
	
  Section 4.03. Registration,
  Transfer and Exchange of Trust Preferred Securities

  	
  13

  
	
  Section 4.04. Lost or
  Stolen Trust Preferred Securities, Etc

  	
  15

  
	
  Section 4.05. Cancellation
  and Destruction of Surrendered Certificates

  	
  16

  
	
  Section 4.06. Surrender of
  Trust Preferred Securities and Withdrawal of Company Preferred Securities

  	
  16

  
	
  Section 4.07. Redeposit of
  Company Preferred Securities

  	
  17

  
	
  Section 4.08. Filing
  Proofs, Certificates and Other Information

  	
  18

  
	
  Section 4.09. Ownership of
  Trust Common Securities by the Grantor

  	
  18

  



 


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  ARTICLE V

  
	
  DISTRIBUTIONS
  AND OTHER RIGHTS OF HOLDERS OF TRUST PREFERRED SECURITIES

  
	
   

  	
   

  
	
  Section 5.01. Periodic
  Distributions

  	
  18

  
	
  Section 5.02. Redemptions

  	
  18

  
	
  Section 5.03.
  [Distributions in Liquidation of Grantor

  	
  20

  
	
  Section 5.04. Fixing of
  Record Date for Holders of the Trust Preferred Securities

  	
  20

  
	
  Section 5.05. Payment of
  Distributions

  	
  20

  
	
  Section 5.06. Voting Rights

  	
  21

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
  THE TRUSTEE;
  THE DELAWARE TRUSTEE

  
	
   

  	
   

  
	
  Section 6.01. Eligibility

  	
  22

  
	
  Section 6.02. Obligations
  of the Trustee

  	
  23

  
	
  Section 6.03. Resignation
  and Removal of the Trustee and Delaware Trustee; Appointment of Successor
  Trustee

  	
  26

  
	
  Section 6.04. Notices

  	
  27

  
	
  Section 6.05. Status of
  Trust

  	
  28

  
	
  Section 6.06. [Reserved]

  	
  28

  
	
  Section 6.07.
  Indemnification by the Grantor and Guarantor

  	
  28

  
	
  Section 6.08. Fees, Charges
  and Expenses

  	
  28

  
	
  Section 6.09. Appointment
  of Co-Trustee or Separate Trustee

  	
  29

  
	
  Section 6.10. Delaware
  Trustee

  	
  30

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
  AMENDMENT
  AND TERMINATION

  
	
   

  	
   

  
	
  Section 7.01. Supplemental
  Trust Agreement

  	
  30

  
	
  Section 7.02. Termination

  	
  31

  
	
   

  	
   

  
	
  ARTICLE VIII

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 8.01. Counterparts

  	
  32

  
	
  Section 8.02. Exclusive
  Benefits of Parties

  	
  32

  
	
  Section 8.03. Invalidity of
  Provisions

  	
  32

  
	
  Section 8.04. Notices

  	
  32

  
	
  Section 8.05. Holders of
  the Trust Preferred Securities Are Parties

  	
  33

  
	
  Section 8.06. Governing
  Law, Waiver of Trial by Jury

  	
  33

  
	
  Section 8.07. Headings

  	
  34

  
	
  Section 8.08. Trust
  Preferred Securities Non-Assessable and Fully Paid

  	
  34

  
	
  Section 8.09. No Preemptive
  Rights

  	
  34

  
	
  Section 8.10. Survival

  	
  34

  



 


ii





















 


	
  Exhibit A Form of Trust Preferred Securities

  	
  A-1

  



 


iii





















 


[FORM OF]

AMENDED AND RESTATED

TRUST AGREEMENT

OF

CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST II


 


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


 


WITNESSETH


 


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


 


WHEREAS, the Delaware Trustee is the successor in
interest to the Original Trustee;


 


WHEREAS, the Grantor, the Trustee and the Delaware
Trustee amended and restated the Initial Trust Agreement pursuant to the
Amended and Restated Trust Agreement No. 1, dated as of March 9, 2009
(as so amended and restated, the “Original Trust Agreement”), and filed an
Amendment to the Certificate of Trust of the Trust with the Delaware Secretary
of State of the State of Delaware on March 9, 2009;


 


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


 


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


 


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


 


1





















 


ARTICLE I

DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Clearstream” means Clearstream, Luxembourg
société anonyme.


 


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


 


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


 


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


 


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


 


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


 


2





















 


“Corporate Office” means the principal
corporate office of the Trustee at which at any particular time its business in
respect of matters governed by this Trust Agreement shall be administered,
which at the date of this Trust Agreement is located at 101 Barclay Street, 8W,
New York, New York 10286.


 


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


 


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


 


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


 


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


 


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


 


“DTC” means The Depository Trust Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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


 


“Holder” means the Person in whose name a Trust
Preferred Security is registered on the Register maintained by the Registrar
for such purposes.  [“Interest Payment”
has the meaning specified in the Subordinated Note.]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Original Trust Agreement” has the meaning
specified in the recitals to this Trust Agreement.  “Owner” has the meaning specified in Section 4.06.


 


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


 


“Person” means any individual, general
partnership, corporation, limited partnership, limited liability company, joint
venture, trust, statutory trust, cooperative or association 


 


4





















 


and the heirs, executors, administrators, legal
representatives, successors and assigns of such Person where the context so
admits.


 


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


 


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


 


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


 


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


 


“Register” has the meaning specified in Section 4.03.


 


“Registrar” means any bank or trust company
appointed to register Trust Preferred Securities and transfers thereof as
herein provided, and shall initially be The Bank of New York Mellon.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Tax Event” means the receipt by the Guarantor
or any of its Affiliates of an opinion of a nationally recognized law firm or
other tax advisor (which may be an accounting firm) in Switzerland, [Guernsey]
or the United States, as appropriate, experienced in such matters to the effect
that there is more than an insubstantial risk that (A) the Trust is or
will be subject to more than a de minimis amount of franchise, corporate or
income taxes, duties or other governmental charges in addition to the amount it
is subject to as of the date hereof, (B) [the Guarantor or one of its
branches or subsidiaries under the Subordinated Notes] [or the obligor under
the Eligible Investments] is or will be required to pay any additional amounts
in respect of any taxes, duties or other governmental charges with 


 


5





















 


respect to payments of interest or principal on such
[Subordinated Notes] [Eligible Investments] or with respect to any payments on
the Trust Preferred Securities, (C) the Trust is or will be required to
pay any additional amounts in respect of any taxes, duties or other governmental
charges with respect to distributions on the Trust Preferred Securities, or (D) the
treatment of any of the Trust’s items of income, gain, loss, deduction or
expense, or the treatment of any item of income, gain, loss, deduction or
expense of [the Guarantor or one of its branches or subsidiaries related to the
Subordinated Notes] [the obligor related to the Eligible Investments], in each
case as reflected on the tax returns (including estimated returns) filed (or to
be filed) by the Trust or the Guarantor or one of its branches or subsidiaries,
will not be respected by a taxing authority, as a result of which the Trust or
the Guarantor or one of its branches or subsidiaries is or will be subject to
more than a de minimis amount of additional taxes, duties or other governmental
charges or civil liabilities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6














 


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


 


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


 


ARTICLE II

TRUST INDENTURE ACT


 


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


 


(b)           The
Trustee shall be the only trustee hereunder which shall be a trustee for
purposes of the Trust Indenture Act.


 


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


 


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


 


Section 2.02.          Lists of Holders of the Trust Preferred Securities.  (a) If the Trust Preferred Securities
are not held in the form of a Global Certificate registered in the name of DTC
or its nominee, the Grantor shall provide the Trustee a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders
of the Trust Preferred Securities (each such list, a “List of Holders”) (i) within
14 days after each record date for payment of [Dividends][Interest
Payments][other payments], as of such record date and (ii) at any other
time, within 30 days of receipt by the Trust of a written request from the
Trustee for such List of Holders, as of a date no more than 14 days before such
List of Holders is given to the Trustee. 
The Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in the List of Holders given to it or
which it receives in the capacity as Paying Agent (if acting in such capacity);
provided that the Trustee may destroy any List of Holders previously given to
it on receipt of a new List of Holders.


 


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


 


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


 


7

















 


Section 313 of the Trust Indenture
Act.  The Trustee shall also comply with
the other requirements of Section 313 of the Trust Indenture Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


such waiver shall extend to any subsequent or other default with
respect to the Trust Preferred Securities or impair any right consequent
thereon.


 


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


 


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


 


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


 


ARTICLE III

CONTINUATION OF TRUST


 


Section 3.01.          Continuation of Trust.  (a) The Trust continued hereby shall be
known as “Credit Suisse Group Capital (Delaware) Trust II,” in which name the
Trust, and the Trustee on behalf of the Trust, may engage in the transactions
contemplated hereby, make and execute contracts and other instruments and sue
and be sued.  It is the intention of the
parties that the Trust continued hereby constitute a statutory trust under the
Statutory Trust Act and that this Trust Agreement constitute the governing
instrument of the Trust.  The Trust
exists for the exclusive purposes of (i) issuing and selling Trust
Preferred Securities representing an undivided beneficial interest in the Trust
Estate and to use the proceeds from such sale to acquire the [Company Preferred
Securities] [Subordinated Notes] [Eligible Investments], (ii) entering
into and performing its duties under the related documents to which it is a
party and (iii) engaging in only those other activities necessary or
incidental thereto.  The Grantor hereby
delivers to the Trustee for deposit in the Trust [one or more Company Preferred
Securities Certificates representing Company Preferred Securities with an
aggregate Liquidation Preference] [Subordinated Notes in an aggregate principal
amount] [Eligible Investments in an amount] of
$[          ] for the benefit
of the Holders of the Trust Preferred Securities.  To the fullest extent 


 


9

















 


permitted by law, without the need for any
other action of any Person, including the Trustee or any other Holder, each
Holder shall be entitled to enforce, in the name of the Trust, the rights of
the Trust under the [Company Preferred Securities][Subordinated Notes][Eligible
Investments][and the related rights under the Subordinated Guarantee]
represented by the Trust Preferred Securities held by such Holder.  Any recovery on such an enforcement action
shall belong solely to such Holder who brought the action, not to the Trust,
the Trustee or any other Holder individually or to the Holders as a group.  The Trustee shall have the power and
authority (subject to the Trustee’s rights, privileges and protections in Section 6.02
and elsewhere herein) to enforce any of the Trust’s rights in respect of the
[Company Preferred Securities][Subordinated Notes][Eligible Investments] which
are not enforced by any Holder.  Subject
to Section 7.02, the Trust shall be irrevocable.


 


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


 


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


 


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


 


Section 3.04.          Office of the Delaware Trustee; Location of Books and
Records.  The address of the Delaware Trustee in the State of Delaware
is BNY Mellon Trust of Delaware, 100 White Clay Center, Route 273, New Castle
County, Newark, Delaware 19711, Attention: Corporate Trust Services Division,
or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Grantor and the Trustee.  The account described in Section 3.02
shall be maintained with a bank in the State of Delaware or New York.  The Trustee shall cause the books and records
of the Trust to be maintained at the Corporate Office.  The Trust Estate shall be held in the State
of Delaware or New York.  Notwithstanding
the foregoing, the Trustee may transfer such of the books and records, assets
(including without limitation, the [Company Preferred Securities][Subordinated
Notes][Eligible Investments]) and 


 


10

















 


accounts of the Trust to a co-trustee
appointed pursuant to Section 6.09 or to such agents as it may appoint in
accordance with Section 6.02 (in either case, whether located within or
outside the State of Delaware), as shall be reasonably necessary (and for so
long as may be reasonably necessary) to enable such co-trustee or agents to
perform the duties and obligations for which such co-trustee or agents may be
so employed.


 


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


 


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


 


ARTICLE IV

FORM OF TRUST PREFERRED SECURITIES, EXECUTION AND DELIVERY,TRANSFER AND
SURRENDER OF TRUST PREFERRED SECURITIES


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


issued to the Owners pursuant to Section 4.03(c),
the Trustee may conclusively rely on, and shall be fully protected in relying
on, any written instrument (including a proxy) delivered to the Trustee by any
Clearing Agency setting forth the Owners’ votes or assigning the right to vote
on any matter to any other Persons either in whole or in part.


 


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


 


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


 


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


 


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


 


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


 


13

















 


Registrar shall countersign, and deliver a
new Trust Preferred Security of a like aggregate liquidation amount as the
Trust Preferred Security surrendered.


 


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


 


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


 


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


 


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


 


Definitive Trust Preferred Securities Certificates may be transferred
in denominations of $[2,000] and any whole-number multiples of $[ 1,000] in
excess thereof thereof by surrendering the Definitive Trust Preferred
Securities Certificates, together with the form of transfer endorsed on it,
duly completed and executed, at the specified office of the Transfer Agent.  The initial Transfer Agent shall be The Bank
of New York Mellon, at the Corporate Office. 
[If the Trust Preferred Securities will be listed
on a stock exchange insert transfer agent required by such exchange.]
If only part of a Definitive Trust Preferred Securities Certificate is
transferred, a new Definitive Trust Preferred Securities Certificate
representing the securities not transferred shall be issued to the transferor
within three Business Days after the Transfer Agent receives the certificate.  The new Definitive Trust Preferred Securities
Certificate representing the Trust Preferred 


 


14

















 


Securities that were not transferred shall be delivered to the
transferor by uninsured mail at the risk of the transferor, to the address of
the transferor that appears in the Register. 
The new Definitive Trust Preferred Securities Certificate representing
the Trust Preferred Securities that were transferred shall be sent to the
transferee within three Business Days after the Trustee receives the
surrendered Definitive Trust Preferred Securities Certificate by uninsured mail
at the risk of the Holder entitled to the Definitive Trust Preferred Securities
Certificate, to the address specified on the form of transfer.


 


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


 


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


 


Section 4.04.          Lost or Stolen Trust Preferred Securities, Etc.  If (i) any mutilated Trust Preferred
Securities Certificate shall be surrendered to the Registrar, or if the
Registrar shall receive evidence to its satisfaction of the destruction, loss
or theft of any Trust Preferred Securities Certificate, and (ii) there
shall be delivered to the Registrar and the Grantor such security or indemnity
as may be required by them to hold each of them harmless, then in the absence
of notice that such Trust Preferred Securities Certificate shall have been
acquired by a bona fide purchaser or, as applicable, any protected purchaser,
the Grantor shall make available for delivery, in exchange for or in lieu of
any mutilated, destroyed, lost or stolen Trust Preferred Securities
Certificate, a new Trust Preferred Securities Certificate of a like aggregate
liquidation amount.  In connection with
the issuance of any new Trust Preferred Securities Certificate, the 


 


15

















 


Grantor may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.  Any duplicate
Trust Preferred Securities Certificate issued pursuant to this Section shall
constitute conclusive evidence of a Trust Preferred Securities Certificate
corresponding to that evidenced by the lost, stolen or destroyed Trust
Preferred Securities Certificate, as if originally issued, whether or not the
lost, stolen or destroyed Trust Preferred Securities Certificate shall be found
at any time.


 


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


 


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


 


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


 


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


 


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


 


Any Owner who wishes to withdraw the Company Preferred Securities in
accordance with this Section 4.06 shall be required to provide the Grantor
with a completed Internal


 


16














 


Revenue Service Form W-9 or W-8, as appropriate, and/or such other
documents or information as are requested by the Grantor for tax reporting
purposes and thereafter shall be admitted to the Grantor as a member of the
Grantor upon such Owner’s receipt of a Company Preferred Securities Certificate
registered in such Owner’s name.


 


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


 


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


 


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


 


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


 


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


 


17

















 


or in respect of such deposited Company Preferred Securities, or in
lieu thereof such agreement of indemnity or other agreement as shall be
satisfactory to the Trustee.]


 


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


 


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


 


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


 


ARTICLE V

DISTRIBUTIONS AND OTHER RIGHTS OF HOLDERS OF TRUST PREFERRED SECURITIES


 


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


 


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


 


If the [Grantor redeems the Company Preferred Securities][Guarantor
redeems the Subordinated Notes][Eligible Investments are redeemed] in
accordance with the [Company Securities Agreement] [Subordinated Notes]
[Eligible Investments], then the [Grantor] [Guarantor] shall give the Trustee
at least 30 days’ prior notice.  The
Trustee shall mail a corresponding notice of the redemption not less than 25
days prior to the date fixed for redemption (the “Redemption Date”) of
the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments]
to the Holders of the Trust Preferred Securities as provided under Section 8.04.  No defect in the notice of redemption or in
the mailing or delivery thereof shall affect the validity of the redemption
proceedings.  The [Grantor][Guarantor]
shall provide the Trustee with the form of such notice, and each 


 


18

















 


such notice shall state: (i) the Redemption Date, (ii) the
redemption price at which the Trust Preferred Securities and the [Company
Preferred Securities][Subordinated Notes][Eligible Investments] are to be redeemed,
(iii) that all outstanding Trust Preferred Securities are to be redeemed
or, in the case of a redemption of fewer than all outstanding Trust Preferred
Securities in connection with a partial redemption of the [Company Preferred
Securities][Subordinated Notes][Eligible Investments], the amount of such Trust
Preferred Securities to be so redeemed and (iv) the place or places where
Trust Preferred Securities to be redeemed are to be surrendered for redemption.


 


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


 


The [Grantor][Guarantor] agrees that if a partial redemption of the
[Company Preferred Securities][Subordinated Notes] [Eligible Investments] would
result in a delisting of the Trust Preferred Securities from any securities
exchange on which the Trust Preferred Securities are then listed [the [Grantor]
[Guarantor] shall only redeem the [Company Preferred Securities] [Subordinated
Notes] [the Guarantor shall ensure that the Eligible Investments are redeemed
only] in whole.


 


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


 


Once the Paying Agent has received this deposit, all rights of the
Holders of the Trust Preferred Securities called for redemption shall end,
except their right to receive the redemption price, without interest; provided,
however, that upon presentation of any Trust Preferred Securities
redeemed in part only, the Trustee shall execute and, if applicable, the
Registrar shall countersign, and make available for delivery to or on the order
of the Holder thereof, at the expense of the Trust, new Trust Preferred
Securities in an amount equal to the unredeemed portion of the Trust Preferred
Securities so presented.  If any date
fixed for redemption of the Trust Preferred Securities is not a Business Day, 


 


19

















 


then the redemption price shall instead be paid on the next Business
Day, except that if that Business Day falls in the next calendar year, the
redemption price shall be paid on the preceding Business Day.  No interest or other payment shall be due as
a result of any such adjustment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Upon receiving notice of any meeting at which the holders of [Company
Preferred Securities][Subordinated Notes] [Eligible Investments] are entitled
to vote, the Trustee shall, as soon as practicable, mail to the Holders of the
Trust Preferred Securities a notice as provided under Section 8.04.  The [Grantor] [Guarantor] shall provide the
form of notice to the Trustee to be forwarded to the Holders of the Trust
Preferred Securities.  The notice shall
contain: (i) all the information that is contained in the notice
announcing the meeting of the holders of the [Company Preferred Securities]
[Subordinated Notes] [Eligible Investments], (ii) a statement that the
Holders of the Trust Preferred Securities shall be entitled, subject to any
applicable provision of law, to direct the Trustee specifically as to the
exercise of the voting rights pertaining to the [Company Preferred
Securities][Subordinated Notes][Eligible Investments] represented by their
respective Trust Preferred Securities, and (iii) a brief description of
the manner in which the Holders of the Trust Preferred Securities may give such
specific directions.


 


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


 


21

















 


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


 


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


 


ARTICLE VI

THE TRUSTEE; THE DELAWARE TRUSTEE


 


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


 


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


 


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


 


22

















 


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


 


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


 


(b)           There
shall at all times be a Delaware Trustee. 
The Delaware Trustee shall either be (i) a natural person who is at
least 21 years of age and a resident of the State of Delaware, or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law and that shall
act through one or more persons authorized to bind such entity.


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


25

















 


Trust or any other trustee or other agent or representative of the
Trust; provided, that no trustee hereunder shall be liable to any Person
for the acts, omissions or obligations of any other trustee hereunder or of the
Grantor and the Trustee shall have no liability to any Person for the acts,
omissions or obligations of any agent or representative of the Trust appointed
in accordance with the following paragraph.


 


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


 


In no event shall the Trustee be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action.


 


In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations under this Trust Agreement
arising out of or caused by, directly or indirectly, forces beyond its reasonable
control, including without limitation strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services.


 


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


 


Section 6.03.          Resignation and Removal of the Trustee and Delaware
Trustee; Appointment of Successor Trustee. 
The Trustee and the Delaware Trustee may resign as Trustee or Delaware
Trustee, as applicable, at any time by giving notice of its resignation to the
Grantor.  The Trustee and the Delaware
Trustee may be removed by the Grantor at any time by notice of such removal
delivered to the Trustee or Delaware Trustee, as applicable.  Any resignation or removal of the Trustee or
Delaware Trustee, as applicable, shall take effect upon the appointment


 


26














 


of a qualified successor trustee and the successor’s acceptance of such
appointment as hereinafter provided.


 


If the Trustee or the Delaware Trustee shall resign or be removed, the
Grantor shall, within 45 days after the delivery of the notice of resignation
or removal, as the case may be, appoint a successor trustee, which shall meet
the applicable eligibility requirements of Section 6.01.


 


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


 


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


 


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


 


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


 


27

















 


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


 


Section 6.06.                             [Reserved]


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


the conduct of, affecting the liability of, or affording protection to,
the Trustee.  Every such instrument shall
be filed with the Trustee and a copy thereof given to the Grantor.


 


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


 


Section 6.10.                             Delaware
Trustee.  The Delaware Trustee is
appointed to serve as the trustee of the Trust in the State of Delaware for the
sole purpose of satisfying the requirement of Section 3807(a) of the
Statutory Trust Act that the Trust have at least one trustee with a principal
place of business in the State of Delaware. 
It is understood and agreed by the parties hereto that the Delaware
Trustee shall have none of the duties or liabilities of the Trustee.  The duties of the Delaware Trustee shall be
limited to (i) accepting legal process served on the Trust in the State of
Delaware and (ii) the execution of any certificates required to be filed
with the Delaware Secretary of State which the Delaware Trustee is required to
execute under Section 3811 of the Statutory Trust Act.  To the extent that, at law or in equity, the
Delaware Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or the Holders of the Trust Preferred Securities,
it is hereby understood and agreed by the other parties hereto that such duties
and liabilities are replaced by the duties and liabilities of the Delaware
Trustee expressly set forth in this Trust Agreement.  The Delaware Trustee shall have no liability
for the acts or omissions of the Trustee. 
The Delaware Trustee shall be entitled to all of the same rights,
protections, indemnities and immunities under this Trust Agreement and with
respect to the Trust as the Trustee.


 


ARTICLE VII

AMENDMENT AND TERMINATION


 


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


 


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


 


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


 


(c)                                  (i) to correct
or supplement any provision herein which may be defective or inconsistent with
any other provision herein or (ii) to make any other provisions with
respect to 


 


30

















 


matters or questions arising under this Trust Agreement, provided that
any such action taken shall not materially adversely affect the interests of
the Holders of the Trust Preferred Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.01.                             Counterparts.  This Trust Agreement may be executed by the
Grantor, the Delaware Trustee, the Trustee and the Guarantor in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. 
Copies of this Trust Agreement shall be filed with the Trustee and shall
be open to inspection during business hours at the Corporate Office by any
Holder of a Trust Preferred Security.


 


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


 


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


 


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


 


[Credit Suisse Group Capital (Delaware) LLC II]


[Credit Suisse Group Capital (Guernsey) IX Limited]


Helvetia Court


South Esplanade


St.  Peter Port


Guernsey, Channel Islands GY1 3WF


Telephone: +44-1481-724-605


 


32

















 


Facsimile: +44-1481-700-234


 


With copies to:


 


Credit Suisse Group


Paradeplatz 8


P.O.  Box 1


CH-8070, Zurich, Switzerland


Attention: General Counsel


Telephone: +41-44-332-5112


Facsimile: +41-44-210-2120


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.06.                             Governing
Law, Waiver of Trial by Jury.  THIS
TRUST AGREEMENT AND THE TRUST PREFERRED SECURITIES AND ALL RIGHTS HEREUNDER AND
THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED 


 


33

















 


BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  Each of the Grantor, the Trustee and the
Delaware Trustee irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Trust Agreement or the transactions
contemplated hereby.


 


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


 


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


 


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


 


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


 


34

















 


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


 


	
   

  	
  [CREDIT SUISSE GROUP CAPITAL 

  (DELAWARE) LLC II] [CREDIT SUISSE 

  GROUP CAPITAL (GUERNSEY) IX LIMITED], 

  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON, as 

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MELLON TRUST OF DELAWARE, as 

  Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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


 


	
   

  	
  CREDIT SUISSE GROUP AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


35














 


Exhibit A


 


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


 


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


 


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


 


TRUST PREFERRED SECURITY OF


 


CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST II,

a Delaware Statutory Trust,

liquidation amount $[Insert minimum denomination] per security


 


A-1

















 


*                                                           


Insert in Global Certificates only


 


	
  CERTIFICATE
  NO.-

  	
   

  	
  COMMON CODE: - 

  
	
   

  	
   

  	
  - ISIN NUMBER: -

  



 


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


 


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


 


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


 


[If the Company Preferred Securities may be
withdrawn from the Trust insert: Any beneficial owner of
Trust Preferred Securities may withdraw all, but not less than all, of 


 


A-2

















 


the number of Company Preferred Securities corresponding to such Trust
Preferred Securities by providing a written notice to the Trustee, with
evidence of beneficial ownership in form satisfactory to the Trustee, and
providing to the Grantor such documents or information as the Grantor may
request for tax reporting purposes at the Corporate Office.  Such notice shall also be deemed to be such
beneficial owner’s agreement to be subject to the terms of the Company
Securities Agreement.]


 


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


 


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


 


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


 


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


 


On the date of redemption of the [Company Preferred Securities]
[Subordinated Notes] [Eligible Investments], so long as the [Grantor]
[Guarantor] has deposited, or caused to be deposited, with the Paying Agent on
behalf of the Trust the aggregate amount payable upon redemption of all the
[Company Preferred Securities][Subordinated Notes][Eligible Investments] held
by the Trust to be redeemed, the Paying Agent on behalf of the Trust shall, if
the Trust Preferred Securities are represented by Global Certificates,
irrevocably 


 


A-3

















 


deposit with DTC funds sufficient to pay the redemption price and give
DTC irrevocable instructions to pay the redemption price to the Holders of the
Trust Preferred Securities to be redeemed.


 


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


 


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


 


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


 


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


 


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


 


A-4

















 


Preferred Securities, and (iii) vote the relevant [Company
Preferred Securities] [Subordinated Notes] [Eligible Investments] only in
accordance with such specific direction.


 


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


 


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


 


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


 


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


 


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


 


A-5

















 


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


 


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


 


(xi)           Reports,
Inspection of Transfer Books.  The
Trustee shall make available for inspection by Holders of the Trust Preferred
Securities at the Corporate Office and at such other places as it may from time
to time deem advisable during normal business hours any reports and
communications received by the Trustee as the record holder of the [Company
Preferred Securities] [Subordinated Notes] [Eligible Investments].  The Registrar shall keep books at its
corporate trust office for the registration of transfer of Trust Preferred
Securities, which books at all reasonable times shall be open for inspection by
the Holders of the Trust Preferred Securities as and to the extent provided by
applicable law.


 


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


 


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


 


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


 


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


 


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


 


This Trust Preferred Security shall not be entitled to any benefits
under the Trust Agreement or be valid or obligatory for any purpose unless this
Trust Preferred Security shall have been executed by the Trustee by the manual
signature of a duly authorized signatory of theTrustee; provided, however, that
such signature may be a facsimile if a Registrar (other than the Trustee) shall
have countersigned this Trust Preferred Security by manual signature of a duly
authorized signatory of the Registrar.


 


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


 


Dated: [     ]


 


	
   

  	
  CREDIT SUISSE GROUP CAPITAL (DELAWARE) 

  TRUST II

  
	
   

  	
   

  
	
   

  	
  By:     The Bank
  of New York Mellon, not in its individual capacity, but solely as Trustee on
  behalf of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  [Countersigned:

  	
   

  
	
   

  	
   

  
	
  The
  Bank of New York Mellon, as Registrar

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:
  

  	
  Authorized
  Signatory]

  	
   

  



 


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