EXHIBIT 4.5 


 





[FACE OF
NOTE]


 


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


 


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


 


	REGISTERED NO. VLS ETN-1[
        ]-1

         
	PRINCIPAL AMOUNT: $[
        ]

         

        CUSIP: [ ]

        ISIN: [ ]

         

	CREDIT SUISSE AG

    VelocityShares [ ] VIX [ ] Term ETN linked to the S&P 500 VIX [ ]-Term FuturesTM Index due December 4, 2030


 


CREDIT SUISSE
AG, a corporation organized under the laws of, and duly licensed as a bank in, Switzerland (the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to), acting through its Nassau branch (the “Branch”),
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 Final Indicative Value of this Note (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. All capitalized terms used herein but not otherwise defined shall
have the meaning assigned to them in the Indenture (as defined on the reverse hereof).


 


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 (as defined on the reverse hereof) under the Indenture referred to on the reverse hereof.


 


This Note
does not bear interest.


 




    F-1 



    


    

 


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


 





 





	 	CREDIT
SUISSE AG,
	 	acting
through its Nassau branch
	 	 
	 	 
	 	By:	 
	 	 	Name:

Title: Authorized Signatory



 





 





	 	 
	 	 
	 	By:	 
	 	 	Name:

Title: Authorized Signatory











    F-2 



    


    

 


CERTIFICATE
OF AUTHENTICATION


 


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


 


Dated: June 24, 2011


 


	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 
	 	 
	 	By: 	
	 	 	Authorized Signatory



 




    F-3 



    


    

 


[REVERSE
OF NOTE]


 


CREDIT SUISSE
AG

VelocityShares [ ] VIX [ ] Term ETN linked to the S&P 500 VIX [ ]-Term FuturesTM Index due December 4, 2030


 


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 March 29,
2007 (the “Indenture”), between the Company and The Bank of New York Mellon (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 beneficial owner (the “Holder”)
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
(the “Note”) is one of a series designated as the VelocityShares [ ] VIX [ ]Term ETN linked to the S&P
500 VIX [ ]-Term FuturesTM Index due December 4, 2030.


 


This Note
does not bear interest.


 


This Note
is issuable only in registered form without coupons in minimum denominations of $1.00 and any integral multiples of $0.01 in excess
thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, in the manner and subject to
the limitations provided in the Indenture.


 


Maturity Date


 


The Maturity
Date of this Note is December 4, 2030 (the “Maturity Date”). If the scheduled Maturity Date is not a Business
Day, the Maturity Date will be postponed to the first Business Day following the scheduled Maturity Date. If the Final Valuation
Date is postponed because the scheduled Final Valuation Date is not an Index Business Day as described below, the Maturity Date
will be postponed to the third Business Day following the Final Valuation Date as so postponed. If a Market Disruption Event occurs
or is continuing on the Final Valuation Date, as determined by the Calculation Agents (as defined below), the Maturity Date will
be postponed until the date three Business Days following the earlier of (i) the first Index Business Day following the Final
Valuation Date on which no Market Disruption Event occurs or is continuing, as determined by the Calculation Agents, or (ii) the
fifth Index Business Day following the scheduled Final Valuation Date. No interest or additional payment will accrue or be payable
hereon as a result of any postponement of the Maturity Date.


 






    R-1 



    


    

 


Payment at Maturity


 


The holder
of this Note shall receive a cash payment on the Maturity Date for each $100 principal amount of this Note equal to the Final
Indicative Value (as defined below).


 


The “Final
Indicative Value” per $100 principal amount of this Note means the Closing Indicative Value of this Note on the Final
Valuation Date, as determined by the Calculation Agents.


 


The “Closing
Indicative Value” per $100 principal amount of this Note (i) on the Inception Date is equal to $100 and (ii) on each
calendar day following the Inception Date is equal to (1) the product of (a) the Closing Indicative Value on the immediately preceding
calendar day times (b) the Daily ETN Performance on such calendar day minus (2) the Daily Investor Fee on such calendar
day; provided that if the Closing Indicative Value is less than zero it shall be deemed to be zero; and provided further
that the Closing Indicative Value shall be zero on and subsequent to any calendar day on which the Intraday Indicative Value
equals zero at any time or the Closing Indicative Value equals zero. If the Notes undergo a split or reverse split, the Closing
Indicative Value shall be adjusted accordingly by the Calculation Agents, and subsequent calculations under this Note shall be
made by reference to the principal amount corresponding to the adjusted Closing Indicative Value. Upon such adjustment, notice
thereof shall be given to the Trustee.


 


“Inception
Date” means November 29, 2010.


 


The “Daily
ETN Performance” on any Index Business Day is equal to (1) the number one plus (2) the Daily Accrual on such
Index Business Day plus (3) the product of (a) the product of the Daily Index Performance times (b) the Leverage
Amount. The Daily ETN Performance is deemed to be one on any day that is not an Index Business Day.


 


An “Index
Business Day” is a day on which (i) trading is generally conducted on the CBOE, (ii) the Index is published by S&P
and (iii) trading is generally conducted on NYSE Arca, in each case as determined by VLS, as one of the Calculation Agents.


 


“CBOE”
means the Chicago Board Options Exchange, Incorporated.


 


“Index”
means S&P 500 VIX [ ]-Term FuturesTM Index ER (Bloomberg ticker [ ] (or any successor thereto)).


 


“S&P”
means the Standard & Poor’s Financial Services LLC.


 


“VLS”
means VLS Securities, LLC.


 


The “Daily
Accrual” on any Index Business Day is equal to:


 





 


Where Tbillst-1
is the three month treasury rate reported on Bloomberg under ticker USB3MTA (or any successor ticker on Bloomberg or
any successor service) on the prior Index Business Day and d is the number of calendar days in the period from and including
the prior Index


 






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Business
Day to but excluding such Index Business Day. The Daily Accrual is deemed to be zero on any day that is not an Index Business
Day.


 


The “Daily
Index Performance” on any Index Business Day is equal to (1)(a) the Closing Level of the Index on such Index Business
Day divided by (b) the Closing Level of the Index on the immediately preceding Index Business Day minus (2) the
number one. The Daily Index Performance is deemed to be zero on any day that is not an Index Business Day. If a Market Disruption
Event occurs or is continuing on any Index Business Day, the Calculation Agents will determine the Daily Index Performance on
such Index Business Day based on their assessment of the level of the Index that would have prevailed on such Index Business Day
were it not for such Market Disruption Event, as described below under “Market Disruption Events.”


 


The “Leverage
Amount” is [ ].


 


On any calendar
day (the “calculation day”), the “Daily Investor Fee” is equal to the product of (1) the
Closing Indicative Value on the immediately preceding calendar day times (2) the Daily ETN Performance on the calculation
day times (3)(a) [ ] divided by (b) 365.


 


The “Closing
Level” of the Index on any Index Business Day is the closing level reported by S&P on the Bloomberg page [ ] or
any successor page on Bloomberg or any successor service, as applicable, as determined by the Calculation Agents; provided
that in the event a Market Disruption Event has occurred and is continuing on an Index Business Day, the Calculation Agents
will determine the Closing Level of the Index for such Index Business Day according to the methodology described below in “Market
Disruption Events.”


 


The “Intraday
Indicative Value” per $100 principal amount of this Note at any time on each Index Business Day during the period when
a Market Disruption Event has not occurred is equal to (1) the product of (a) the Closing Indicative Value on the immediately
preceding calendar day times (b) the Intraday ETN Performance at such time on such Index Business Day minus (2)
the Intraday Investor Fee at such time on such Index Business Day; provided that if the Intraday Indicative Value, as calculated
every 15 seconds, is less than zero it shall be deemed to be zero; and provided further that the Closing Indicative Value
shall be zero on and subsequent to any calendar day on which the Intraday Indicative Value is equal to or less than zero at any
time or the Closing Indicative Value equals zero. At any time at which a Market Disruption Event has occurred and is continuing,
there shall be no Intraday Indicative Value.


 


The “Intraday
ETN Performance” at any time on any Index Business Day is equal to (1) the number one plus (2) the Daily Accrual
on such Index Business Day plus (3) the product of (a) the Intraday Index Performance at such time times (b) the
Leverage Amount.


 


The “Intraday
Index Performance” at any time on any Index Business Day is equal to (1)(a) the most recent published intraday level
of the Index as published under Bloomberg ticker [ ] or any successor page on Bloomberg or any successor service, as applicable,
as determined by the Calculation Agents, on such Index Business Day at such time divided by (b) the Closing Level of the Index
on the immediately preceding Index Business Day minus (2) the number one.


 






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At any time
on any Index Business Day, the “Intraday Investor Fee” is equal to the product of (1) the Closing Indicative
Value on the immediately preceding calendar day times (2) the Intraday ETN Performance at such time on such Index Business
Day times (3)(a) [ ] divided by (b) 365.


 


The “Final
Valuation Date” is November 30, 2030 or, if such date is not an Index Business Day, the next following Index Business
Day.


 


A “Business
Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in The City of New York and any other place of payment
with respect to the Notes.


 


Redemption at the Option
of the Holder


 


A beneficial
owner of an interest in this Note may elect to offer all or a portion of the principal amount of this Note for redemption by the
Company on any Business Day beginning on December 2, 2010 through November 28, 2030, in an aggregate principal amount of at least
$2,500,000 (the “Minimum Redemption Amount”), or an integral multiple of $2,500,000 principal amount of this
Note in excess thereof by following the procedures set forth below:


 


		·	Cause
                                         its broker to deliver a notice of redemption, in substantially the form as Annex A (the
                                         “Redemption Notice”), to VLS (the “Redemption Agent”)
                                         via email or other electronic delivery (including, without limitation, the Redemption
                                         Agent’s proprietary technology system, TENZING) as requested by the Redemption
                                         Agent. If the Redemption Notice is delivered prior to 4:00 p.m., New York City time,
                                         on any Business Day, the immediately following Index Business Day shall be the applicable
                                         “Early Redemption Valuation Date”. Otherwise, the second following
                                         Index Business Day shall be the applicable Early Redemption Valuation Date. If the Redemption
                                         Agent receives the Redemption Notice no later than 4:00 p.m., New York City time, on
                                         any Business Day, the Redemption Agent will respond by sending to the broker an acknowledgment
                                         of the Redemption Notice accepting the redemption request by 7:30 p.m., New York City
                                         time, on the Business Day prior to the applicable Early Redemption Valuation Date. The
                                         Redemption Agent or its affiliate must acknowledge to the broker acceptance of the Redemption
                                         Notice in order for the redemption request to be effective;



 


		·	Cause
                                         its broker to cause its DTC custodian to book a delivery vs. payment trade with respect
                                         to the principal amount of this Note offered for redemption on the applicable Early Redemption
                                         Valuation Date at a price equal to the applicable Early Redemption Amount, facing the
                                         Company; and



 


		·	Cause
                                         its broker to cause its DTC custodian to deliver the trade as booked for settlement via
                                         DTC at or prior to 10:00 a.m. New York City time, on the applicable Early Redemption
                                         Date (the third Business Day following the Early Redemption Valuation Date).



 


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


 






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


 


The Company
or Credit Suisse International as one of the Calculation Agents shall have the right to reduce, in part or in whole, the Minimum
Redemption Amount, and upon such reduction, notice thereof shall be given to the Trustee.


 


Payment Upon Early Redemption


 


If this
Note is redeemed, on the applicable Early Redemption Date, the holder will receive a cash payment in an amount per $100 principal
amount of this Note submitted for redemption equal to the greater of (A) zero and (B) (1) the Closing Indicative Value on the
Early Redemption Valuation Date minus (2) the Early Redemption Charge, as determined by the Calculation Agents.


 


The “Early
Redemption Date” is the third Business Day following an Early Redemption Valuation Date. If a Market Disruption Event
occurs or is continuing on the applicable Early Redemption Valuation Date, as determined by the Calculation Agents, the Early
Redemption Date will be postponed until the date three Business Days following the earlier of (i) the first Index Business Day
following such Early Redemption Valuation Date on which no Market Disruption Event occurs or is continuing, as determined by the
Calculation Agents, or (ii) the fifth Index Business Day following such Early Redemption Valuation Date. No interest or additional
payment will accrue or be payable hereon as a result of any postponement of the Early Redemption Date.


 


The “Early
Redemption Charge” is equal to 0.05% times the Closing Indicative Value on the Early Redemption Valuation Date.


 


Acceleration at the Option
of the Company or Upon an Acceleration Event


 


The Company
shall have the right to accelerate this Note in whole but not in part on any Business Day occurring on or after the Inception
Date (an “Optional Acceleration”). In addition, if an Acceleration Event (as defined herein) occurs at any
time, the Company shall have the right, and under certain circumstances as described herein the obligation, to accelerate this
Note in whole (an “Event Acceleration”). In either case, upon acceleration the Company shall pay for each $100
principal amount of this Note to holder of this Note a cash payment in an amount (the “Accelerated Redemption Amount”)
equal to the Closing Indicative Value on the Accelerated Valuation Date. In the case of an Optional Acceleration, the “Accelerated
Valuation Date” shall be an Index Business Day specified in the Company’s notice of Optional Acceleration, which
Index Business Day shall be at least five Business Days after the date on which the Company gives notice to the holder of this
Note of such Optional Acceleration. In the case of an Event Acceleration, the Accelerated Valuation Date shall be the day on which
the Company gives notice of such Event Acceleration (or, if such day is not an Index Business Day, the next following Index Business
Day). The Accelerated Redemption Amount will be payable on the third Business Day following the Accelerated Valuation Date (such
third Business Day the “Acceleration Date”). The Company shall give to the holder of this Note notice of any


 






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acceleration
of the Notes through customary channels used to deliver notices to holders of exchange traded notes.


 


If a Market
Disruption Event occurs or is continuing on the Accelerated Valuation Date, as determined by the Calculation Agents, the Acceleration
Date will be postponed until the date three Business Days following the earlier of (i) the first Index Business Day following
such Accelerated Valuation Date on which no Market Disruption Event occurs or is continuing, as determined by the Calculation
Agents, or (ii) the fifth Index Business Day following such Accelerated Valuation Date. No interest or additional payment will
accrue or be payable hereon as a result of any postponement of the Acceleration Date.


 


The Company
will give the Trustee a copy of the irrevocable call notice at the same time that it delivers such notice to the holder of this
Note.


 


An “Acceleration
Event” means:


 


		(a)	an
                                         amendment to or change (including any officially announced proposed change) in the laws,
                                         regulations or rules of the United States (or any political subdivision thereof), any
                                         jurisdiction in which a Primary Exchange or Related Exchange (each as defined herein)
                                         is located that (i) makes it illegal to hold, acquire or dispose of the futures underlying
                                         the Index (the “underlying futures”) (including but not limited to
                                         exchange imposed position limits), (ii) shall materially increase the cost to the Company,
                                         the Company’s affiliates, third parties with whom the Company transacts or similarly
                                         situated third parties in performing the Company’s or their obligations in connection
                                         with this Note, (iii) shall have a material adverse effect on any of these party’s
                                         ability to perform their obligations in connection with this Note or (iv) shall materially
                                         affect the Company’s ability to issue or transact in exchange traded notes similar
                                         to this Note, each as determined by the Company or the Calculation Agents;



 


		(b)	any
                                         official administrative decision, judicial decision, administrative action, regulatory
                                         interpretation or other official pronouncement interpreting or applying those laws, regulations
                                         or rules that is announced on or after the Inception Date that (i) makes it illegal to
                                         hold, acquire or dispose of the underlying futures (including but not limited to exchange
                                         imposed position limits), (ii) shall materially increase the cost to the Company, the
                                         Company’s affiliates, third parties with whom the Company transacts or similarly
                                         situated third parties in performing the Company’s or their obligations in connection
                                         with this Note, (iii) shall have a material adverse effect on the Company’s, the
                                         Company’s affiliates, third parties with whom the Company transacts or similarly
                                         situated third parties ability to perform the Company’s or their obligations in
                                         connection with this Note or (iv) shall materially affect our ability to issue or transact
                                         in exchange traded notes similar to this Note, each as determined by the Company or the
                                         Calculation Agents;



 


		(c)	any
                                         event, as determined by the Company or the Calculation Agents that the Company or any
                                         of the Company’s affiliates or a similarly situated party would, after using commercially
                                         reasonable efforts, be unable to, or would incur a materially increased amount of tax,
                                         duty, expense or fee (other than brokerage commissions) to acquire, establish, re-establish,
                                         substitute, maintain, unwind or dispose of any transaction or asset



 






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 it deems necessary
                                         to hedge the risk of this Note, or realize, recover or remit the proceeds of any such
                                         transaction or asset;


 





		(d)	if,
                                         at any point, the Intraday Indicative Value is equal to or less than twenty percent (20%)
                                         of the prior day’s Closing Indicative Value;



 


		(e)	if
                                         the primary exchange or market for trading for interests in this Note, if any, announces
                                         that pursuant to the rules of such exchange or market, as applicable, interests in this
                                         Note cease (or will cease) to be listed, traded or publicly quoted on such exchange or
                                         market, as applicable, for any reason and are not immediately re-listed, re-traded or
                                         re-quoted on an exchange or quotation system located in the same country as such exchange
                                         or market, as applicable;



 


		(f)	if
                                         any of the initial Calculation Agents ceases to be a Calculation Agent under this Note;
                                         or



 


		(g)	VLS
                                         exercises their right to cause an early acceleration due to the termination of the Services
                                         Agreement between the Company and VLS (the “Services Agreement”) pursuant
                                         to Section 6.01 of the Services Agreement.



 


If VLS exercises
its right to cause an early acceleration due to a termination of the Services Agreement pursuant to Section 6.01 of the Services
Agreement, the Company shall promptly notify the Trustee of such termination and shall accelerate this Note in whole within ten
(10) calendar days of such termination.


 


“Primary
Exchange” means the CBOE.


 


“Related
Exchange” means each exchange or quotation system where trading has a material effect (as determined by the Calculation
Agents) for the overall market for futures or options contracts relating to (i) the Index or (ii) the underlying futures.


 


Market Disruption Events


 


A “Market
Disruption Event” means any event that, in the determination of the Calculation Agents, could materially interfere with
the Company’s, the Company’s affiliates, third parties with whom the Company transacts, or similarly situated third
party’s ability to establish, maintain or unwind all or a material portion of a hedge that could be effected with respect
to this Note, including, but not limited to:


 


		·	a
                                         suspension, absence or material limitation of trading in option or futures contracts
                                         relating to the Index, the CBOE Volatility Index® (the “VIX Index”),
                                         the S&P 500® Index, the component securities of the S&P 500®
                                         Index, or to the futures underlying the Index, if available, on their respective
                                         Primary Exchange or Related Exchange, as determined by the Calculation Agents,



 


		·	option
                                         or futures contracts relating to the Index, the VIX Index, the S&P 500®
                                         Index, the component securities of the S&P 500® Index, or the
                                         futures underlying the Index, if available, not trading on their respective Primary Exchange
                                         or Related Exchange, as determined by the Calculation Agents,



 


		·	S&P
                                         or the CBOE fails to publish or compute the Indx or VIX Index, or



 






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		·	any
                                         trading restriction imposed upon, option or futures contracts relating to the Index,
                                         the VIX Index, the S&P 500® Index, the component securities of the
                                         S&P 500® Index, or to the futures underlying the Index, if available,
                                         on their respective Primary Exchange or Related Exchange due to a price change in that
                                         respective instrument exceeding limits set by that market before the close of trading
                                         in that market on any day, as determined by the Calculation Agents.



 


The following
events will not be Market Disruption Events:


 


		·	a
                                         limitation on the hours or numbers of days of trading, but only if the limitation results
                                         from a previously announced change in the regular business hours of the relevant market,
                                         and



 


		·	a
                                         decision to permanently discontinue trading in the option or futures contracts relating
                                         to the Index, the VIX Index, the S&P 500® Index, the component securities
                                         of the S&P 500® Index, or the futures underlying the Index.



 


For this
purpose, an “absence or material limitation of trading” in, option or futures contracts relating to the Index, the
VIX Index, the S&P 500® Index, the component securities of the S&P 500® Index, or to the
futures underlying the Index, if available, on their respective Primary Exchange or Related Exchange will not include any time
when that market is itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading
in such instruments by reason of:


 


		·	a
                                         price change exceeding limits set by that market, or



 


		·	an
                                         imbalance of orders relating to that stock, instrument or those contracts, or



 


		·	a
                                         disparity in bid and ask quotes relating to that stock, instrument or those contracts,



 


will constitute a suspension
or material limitation of trading in, option or futures contracts relating to the Index, the VIX Index, the S&P 500®
Index, the component securities of the S&P 500® Index, or to the futures underlying the Index, if available,
in that primary market.


 


If a Market
Disruption Event occurs and continues on any Index Business Day, the Calculation Agents will determine the Daily Index Performance
on such Index Business Day based on their assessment of the Closing Level of the Index that would have prevailed on such Index
Business Day were it not for such Market Disruption Event.


 


Discontinuation or Modification
of the Index


 


If S&P
discontinues publication of the Index and S&P or anyone else publishes a substitute index that the Calculation Agents determine
is comparable to the Index, then the Calculation Agents will determine the Early Redemption Amount, Accelerated Redemption Amount
or Maturity Redemption Amount (each a “Redemption Amount”), as applicable, by reference to the substitute index
(the “Successor Index”).


 


If the Calculation
Agents determine that the publication of the Index is discontinued and there is no Successor Index, the Calculation Agents will
determine the applicable level of the


 






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Index,
and thus the applicable Redemption Amount, by a computation methodology that the Calculation Agents determine will as closely
as reasonably possible replicate the Index.


 


If the Calculation
Agents determine that the Index, the underlying futures contracts or the method of calculating the Index is changed at any time
in any respect — including whether the change is made by S&P under its existing policies or following a modification
of those policies, is due to the publication of a Successor Index, is due to events affecting the underlying futures contracts,
or is due to any other reason and is not otherwise reflected in the level of the Index by S&P pursuant to the Index methodology,
then the Calculation Agents will be permitted (but not required) to make such adjustments in the Index or the method of its calculation
as they believe are appropriate to ensure that the applicable Closing Level of the Index used to determine the applicable Redemption
Amount is equitable.


 


Calculation Agents


 


Credit Suisse
International (“CSI”) and VLS will serve as the Calculation Agents. The Calculation Agents will, in their reasonable
discretion, make all calculations and determinations with respect to this Note, all in the manner as set forth in the Calculation
Agents Agreement among the Company, CSI and VLS dated as of December 2, 2010. Absent manifest error, all calculations and determinations
of the Calculation Agents will be final and binding on the holder of this Note and the Company, without any liability on the part
of the Calculation Agents for any such calculations or determinations made in good faith. The holder of this Note will not be
entitled to any compensation from the Company for any loss suffered as a result of any of the calculations or determinations by
the Calculation Agents.


 


If any of
the Calculation Agents cease to perform their respective roles, the Company will either, at the Company’s sole discretion,
perform such roles, appoint another party to do so or accelerate this Note.


 


Default Amount on Acceleration


 


In case
an Event of Default with respect to this Note shall have occurred and be continuing, the amount declared due and payable upon
any acceleration of this Note will be determined by the Calculation Agents and will equal, for each $100 principal amount of this
Note, the Closing Indicative Value determined by the Calculation Agents occurring on the Index Business Day following the date
on which this Note was declared due and payable.


 


Manner of Payment


 


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.


 


Amendments


 






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


 


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


 






    R-10 



    


    

 


General


 


The Company,
acting through the Branch, 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, any amount payable at maturity or upon repurchase,
and, subject to the provisions hereof, for all other purposes, and neither the Company, acting through the Branch, 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 this
Note, or because of any indebtedness evidenced thereby or hereby, shall be had against any incorporator as such, or against any
past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly
or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


 


The 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 amount 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.


 


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


 






    R-11 



    


    

 


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,
acting through the Branch, which is absolute and unconditional, to pay any amount payable at maturity or upon repurchase on this
Note in the manner, at the place, at the time and in the coin or currency herein prescribed.


 


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


 




    R-12 



    


    

 


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.
	

    

    

    Dated:                                               	Signature:

    

    

    ____________________________________________

    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.



 



    R-13 



    


    

 


ANNEX
A



FORM OF OFFER FOR REDEMPTION


 


Email: ETNOrders@velocityshares.com


 


The undersigned holder of VelocityShares              
Exchange Traded Notes due December 4, 2030 issued by Credit Suisse AG (“Credit Suisse”) CUSIP No.             
(the “VelocityShares ETNs”) hereby irrevocably offers to Credit Suisse for redemption the VelocityShares ETNs
in the amounts and on the date set forth below as described in the pricing supplement relating to the VelocityShares ETNs (the
“Pricing Supplement”).  Terms not defined herein have the meanings given to such terms in the Pricing
Supplement.


 


Name:


 


DTC Account Number:


 


Ticker:


 


Number of VelocityShares ETNs
offered for redemption:


 


Desired valuation date:


 


In addition to any other requirements
specified in the Pricing Supplement being satisfied, the undersigned acknowledges that the VelocityShares ETNs specified above
will not be redeemed unless (i) this offer for redemption is delivered to VLS Securities, LLC on a Business Day, (ii) the Redemption
Agent has responded by sending an acknowledgment of the Redemption Notice accepting the redemption request, (iii) the DTC Participant
has booked a “delivery vs. payment” (“DVP”) trade on the applicable Early Redemption Valuation
Date facing Credit Suisse AG, DTC #355, and (iv) the DTC Participant instructs DTC to deliver the DVP trade for settlement via
DTC at or prior to 10:00 a.m. New York City time on the applicable Early Redemption Date (the third Business Day following the
Early Redemption Valuation Date, subject to postponement if such Early Redemption Valuation Date is not an Index Business Day
or if a Market Disruption Event occurs or is continuing on such date).


 


The undersigned acknowledges
that the redemption obligation is solely an obligation of Credit Suisse and VLS Securities, LLC is acting only to facilitate the
redemption for Credit Suisse.


 






    R-14