Exhibit
4.12


[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: 
  22541FED4

   

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL AMOUNT: $ 989,000

  
	
  NO. 1 

  	
   

  



 


CREDIT SUISSE (USA), INC.

Buffered Accelerated Return Equity Securities (BARES) Linked to


the
Value of a Global Basket of Equity Indices


due October 29, 2010


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


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


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


This Note will not pay
interest.



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


	
  

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
    /s/ Peter Feeney

  
	
   

  	
   

  	
  Name:

  	
  Peter Feeney

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE (USA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grace Koo

  
	
   

  	
   

  	
  Name:

  	
  Grace Koo

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


CERTIFICATE OF AUTHENTICATION


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


Dated:  October
31, 2006


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as successor Trustee to

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van K. Brown

  	
   

  
	
   

  	
  Name:

  	
  Van K. Brown

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 



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[REVERSE OF NOTE]


CREDIT SUISSE
(USA), INC.

Buffered Accelerated Return Equity Securities (BARES) Linked to

the Value of a Global Basket of Equity Indices

due October 29, 2010


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


This Note will not pay interest.


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


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


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



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change any place of
payment where, or the currency in which, any Security of such series or any
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 $1,000 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 October 29, 2010 (the “Maturity Date”);
however, if a market disruption event exists on the valuation date, as
determined by the Calculation Agent, the Maturity Date will be the later of October 29, 2010, and the fifth
Business Day following the date on which the final basket level is calculated.


Redemption
Amount


The Company will redeem the Securities at maturity for
a redemption amount in cash that will equal the principal amount of the
Securities multiplied by the sum of 1 plus the basket return (the “Redemption
Amount”).  The basket return will be
based on the difference between the final basket level and the initial basket
level, expressed as a percentage.  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 and, if less
than the initial basket level, how much less:


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


final basket level - initial basket level


122%   *                                 initial basket level


Thus, if the final
basket level is greater than the initial basket level, the basket return will
be a positive number, and the Redemption Amount will equal more than the
principal amount of the Securities.


·                  If
the final basket level is less than or equal to the initial basket level, but
is greater than or equal to 80% of the initial basket level, then the basket
return will equal zero and the Redemption Amount will equal the principal
amount of the Securities.


·                  If
the final basket level is less than 80% of the initial basket level, then the
basket return will equal:


final basket level — (80%  * 
initial basket level)


initial basket
level


Thus, if the final
basket level is less than 80% of the initial basket level, the basket return
will be negative, and the Redemption Amount will equal less than the principal
amount of the Securities at maturity.


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



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(i) the product of (x) 0.40, the weighting of the
S&P 500 Index in the basket, and (y) the closing level of the S&P 500
Index on the valuation date divided by 1389.08, the closing level of the
S&P 500 Index on October 26, 2006, the index business day immediately
following the day the Securities are priced for initial sale to the public (the
“trade date”);


(ii) the product of (x) 0.30, the weighting of the
EURO STOXX 50 Index in the basket, and (y) the closing level of the EURO STOXX
50 Index on the valuation date divided by 4027.29, the closing level of the
EURO STOXX 50 Index on October 26, 2006, the index business day immediately
following the trade date; and


(iii) the product of (x) 0.30, the weighting of the
Nikkei 225 Index in the basket, and (y) the closing level of the Nikkei 225
Index on the valuation date divided by 16811.60, the closing level of the
Nikkei 225 Index on October 26, 2006, the index business day immediately
following the trade date.


The “closing level” for any reference index will be,
on any relevant index business day, the level of that reference index
determined by the calculation agent at the “valuation time” for that reference
index, which is the time at which the index sponsor for that reference index
calculates the closing level of that reference index on such index business
day, as such level is calculated and published by such index sponsor, subject
to the provisions described regarding adjustments to the calculation of the
reference indices below.


The “valuation date” will be October 25, 2010, subject
to a postponement if a market disruption event occurs on that date.


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


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.


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:



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


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


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


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


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


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


All determinations made
by the Calculation Agent will be at the sole discretion of the Calculation
Agent and will be conclusive for all purposes and binding on us and the
beneficial owners of the Securities, absent manifest error.



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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 the Company and the Trustee, which will provide notice of
the selection of the successor index to the registered holders of the
Securities in the manner set forth in the prospectus.


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


All determinations made
by the Calculation Agent will be at the sole discretion of the Calculation
Agent and will be conclusive for all purposes and binding on the Company and
the beneficial owners of the Securities, absent manifest error.


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



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hereof, and for all other
purposes, and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary.


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


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


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


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



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


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


 


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


 


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


 


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


 


	
   

  	
  Signature:

   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

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

  
				



 



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