Exhibit
4.01


[FACE OF NOTE]


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


 


	
  REGISTERED

  	
  CUSIP: 22541FDU7

  
	
   

  	
   

  
	
   

  	
   

  
	
   NO. 1

  	
  PRINCIPAL AMOUNT: $1,794,000

  



 


CREDIT SUISSE
(USA), INC.

ProNotes Linked to the Value of a Global Basket of Indices

due August 31, 2010


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


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


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


This Note will not pay
interest.



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


	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
  /s/ SHARON O’CONNOR

  
	
   

  	
   

  	
  Name:  Sharon O’Connor

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SIMON YATES

  
	
   

  	
   

  	
  Name:  Simon Yates

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 


CERTIFICATE OF AUTHENTICATION


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


	
  Dated: May 31, 2006

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES HEANEY

  
	
   

  	
   

  	
  Name:  James Heaney

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 



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[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

ProNotes Linked to the Value of a Global Basket of Indices

due August 31, 2010


This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to a senior indenture,
dated as of June 1, 2001 (the “Indenture”), between the Company and
JPMorgan Chase Bank, as trustee (the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, and the Holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any) and may otherwise vary as provided in the Indenture.
This Note is one of a series designated as the ProNotes Linked to the Value of
a Global Basket of Indices due August 31, 2010 (the “Note”).


This Note will not pay interest.


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


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


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



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


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


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


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


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



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


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


Maturity
Date


The maturity date of the Securities is August 31, 2010 (the “maturity
date”); however, if a market disruption event exists on the valuation date, as
determined by the Calculation Agent, the maturity date will be the later of August 31, 2010, and the fifth
business day following the date on which the closing price for the reference
shares is calculated.


Redemption
Amount


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


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


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


final basket level - initial basket level


initial
basket level


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


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


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


(i) the product of


(x)    .25, the weighting of the MSCI Singapore
Index in the basket, and


(y)         the closing level of the
MSCI Singapore Index on that valuation date divided by 290.85, the closing
level of the MSCI Singapore Index on May 24, 2006, the index business day
immediately following the date the securities are priced for initial sale to
the public;



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(ii) the product of


(x)    .25, the weighting of the MSCI Taiwan Index
in the basket, and


(y)         the closing level of the
MSCI Taiwan Index on that valuation date divided by 285.26, the closing level
of the MSCI Taiwan Index on May 24, 2006, the index business day
immediately following the date the securities are priced for initial sale to the
public;


(iii) the product of


(x)    .25, the weighting of the KOSPI 200 Index in
the basket, and


(y)         the closing level of the
KOSPI 200 Index on that valuation date divided by 173.36, the closing level of
the KOSPI 200 Index on May 24, 2006, the index business day
immediately  following the date the
securities are priced for initial sale to the public; and


(iv) the product of


(x)    .25, the weighting of the FTSE/Xinhua 25
Index in the basket, and


(y)         the closing level of the
FTSE/Xinhua 25 Index on that valuation date divided by 11032.56, the closing
level of the FTSE/Xinhua 25 Index on May 24, 2006, the index business day
immediately following the date the securities are priced for initial sale to
the public.


The “initial basket level” equals 1.0.


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


The “valuation dates” are the 24th day of each month
from and including June 24, 2010 through and including August 24,
2010, which will be the “final valuation date,” subject to a postponement if a
market disruption event occurs on a valuation date.


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


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



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Market
Disruption Events


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


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


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


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


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


If the calculation agent
determines that a market disruption event exists in respect of a reference
index on a valuation date, then that valuation date for such reference index
will be postponed to the first succeeding index business day for that reference
index on which the calculation agent determines that no market disruption event
exists in respect of such reference index, unless in respect of the final
valuation date the calculation agent determines that a market disruption event
exists in respect of such reference index on each of the five index business
days immediately following the scheduled final valuation date. In that case, (a) the
fifth succeeding index business day following the scheduled final valuation
date will be deemed to be the final valuation date for such reference index,
notwithstanding the market disruption event in respect of such reference index,
and (b) the calculation agent will determine the index level for that
reference index on that deemed final valuation date in accordance with the
formula for and method of calculating that reference index last in effect prior
to the commencement of the market disruption event in respect of such reference
index using exchange traded prices on the relevant exchanges (as determined by
the calculation agent in its sole and absolute discretion) or, if trading in
any security or securities comprising such reference index has been materially suspended
or materially limited, its good faith estimate of the prices that would have
prevailed on the exchanges (as determined by the calculation agent in its sole
and absolute discretion) but for the suspension or limitation, as of the
valuation time on that deemed final valuation date, of each such security
comprising such reference index (subject to the provisions described under “—Adjustments
to the calculation of the reference indices” below). The valuation date or
dates, as the case may be, for each reference index not affected by a market
disruption event shall be the scheduled valuation date or dates, as the case
may be.


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



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Adjustments
to the calculation of the reference indices


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


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


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


Events of Default and Acceleration


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


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


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any Note, or because of any indebtedness evidenced thereby, shall be had
against any incorporator as such, or against any past, present or 



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future stockholder, officer, director or employee, as
such, of the Company or of any successor, either directly or through the
Company or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.


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


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


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



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

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   Attorney to

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
						



 



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