Credit Suisse First Boston International Registered As Unlimited in England and Wales Under No

Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 2500199

Certificate Programme

On 7th August, 2001, the Issuer (as defined below) entered into a Programme (as defined below). With effect from the date hereof, the Programme has been amended and this Programme Memorandum supersedes the Programme Memorandum dated 7th August, 2001. Any Certificates to be issued after the date hereof under the Programme ate issued subject to the provisions set out herein save that Certificates which are to be consolidated and form a single series with Certificates issued prior to the date hereof will be issued subject to the Conditions of the Certificates applicable on the date of issue for the first tranche of Certificates of such series. Subject as aforesaid, this does not affect any Certificates issued prior to the date hereof. Under its Certificate Programme, as described in this Programme Memorandum (the “Programme”), Credit Suisse First Boston International (the “Issuer”) may from time to time issue certificates (the “Certificates”). The Certificates will be subject to the general terms and conditions set out in this Programme Memorandum as supplemented and/or modified by the terms set out in the product supplement relating to the particular type of Certificate (each a “Product Supplement”) and on the terms set out in a pricing supplement specific to a particular issue of Certificates (each a “Pricing Supplement”). Each Pricing Supplement will contain information in respect of Certificates of the relevant Series (as defined herein) (and distinguish between different Tranches (as defined herein) of the relevant Series where applicable) including (inter alia) the designation of the Certificates, the number and type of Certificates, the Issue Date, the Maturity Date, the Redemption Date and the Redemption Amount and any Interim Payments. Any Series of Certificates may be listed, subject to appropriate application, on the Luxembourg Stock Exchange and/or on any other stock exchange, Certificates may also be unlisted. The relevant Pricing Supplement in respect of any Series of Certificates will specify the exchanges, if any, to which application will initially be made for such Certificates to be listed. Certain Series of Certificates may be introduced for trading on the Frankfurt Freiverkehr and/or Stuttgart Freiverkehr and the relevant Pricing Supplement in respect of any Series of Certificates will specify whether an application for trading of such Certificates on the Frankfurt Freiverkehr and/or Stuttgart Freiverkehr has been or will be made. In relation to Certificates listed on the Luxembourg Stock Exchange, this Programme Memorandum is valid for a period of one year from the date hereof.

Restrictions have been imposed on offers and sales of the Certificates and on the distribution of documents relating thereto in the United States of America, the United Kingdom, Belgium, Germany, Luxembourg and the Netherlands. The distribution of this document and offers and sales of the Certificates in certain other jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. See “Selling Restrictions”. See iilnvestment Considerations” for certain considerations relating to an investment in Certificates.

Programme Memorandum dated 7th August, 2002 The attention of prospective purchasers of Certificates is drawn to “Investment Considerations” on page 6 of this Programme Memorandum. Any prospective purchaser should conduct its own investigation into the securities, indices or other assets or values to which the Certificates are linked and, in deciding whether or not to purchase the Certificates, should form its own view of the merits of such an investment based upon such investigations.

The Issuer has taken all reasonable care to ensure that the information contained in this Programme Memorandum is true and accurate in all material respects and that, in the context of the issue of the Certificates subject to the information set out in the relevant Product Supplement (as defined under “General Terms and Conditions of the Certificates”), Pricing Supplement and/or Local Supplement(s) (as defined under “Additional Information for Investors outside Luxembourg”), there are no other material facts the omission of which makes misleading any statement herein, whether of fact or opinion. The Issuer accepts responsibility accordingly. The delivery of this Programme Memorandum at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

In connection with the issue and sale of the Certificates, no person is authorised to give any information or to make any representation not contained in this Programme Memorandum, and neither the Issuer nor any Dealer or Selling Agent (each as defined under “Selling Restrictions”) accepts responsibility for any information or representation so given that is not contained herein. This Programme Memorandum does not constitute an offer of Certificates, and may not be used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of Certificates or the distribution of this Programme Memorandum in any jurisdiction where any such action is required except as specified in the relevant Pricing Supplement and/or Local Supplement.

The distribution of this Programme Memorandum and the offering of the Certificates in certain jurisdictions may be restricted by law. Persons into whose possession this Programme Memorandum comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. The Programme Memorandum, the relevant Product Supplement, Pricing Supplement and Local Supplement(s) may have been filed with the competent authorities in countries other than Luxembourg.

The Certificates have not been and will not be registered under the Securities Act of 1933 of the United States of America, as amended, (the “Securities Act”). Subject to certain exceptions, the Certificates may not be offered, sold or delivered within the United States of America or to U.S. persons. See “Selling Restrictions”. Terms used in this paragraph and not otherwise defined have the meanings given to them by Regulation S under the Securities Act.

In the context of the initial placement of the Certificates, sales may result in the payment of commissions or other benefits for investors.

In this Programme Memorandum references to “EUR” are to euro, references to “Sfr!’ are to Swiss Francs and references to ‘IJ.S.$” and “U.S. dollars” are to United States dollars.

TABLE OF CONTENTS

Page Page /NCORWRATlON BY REFERENCE...... 3 GENERALTERMS AND CONDITIONS SUPPLEMENTAL PROGRAMME MEMORANDUM...... 3 OF THE CERTIFICATES ...... 8 ADDITIONAL INFORMATION FOR INVESTORS USEOF PROCEEDS ...... 14 OUTSlDE LUXEMBOURG ...... 3 CREDIT SUISSE FIRST BOSTON /NTERNAT/ONAL .... 7 5 SUMMARY OF THEPROGRAMME ...... 4 TAXATION ...... 71 lNVESTMENT CONSIDERATIONS ...... 6 SELLING RESTRICTIONS ...... 75 GENERAL/NFORMATlON ...... 78

2 INCOR PORATION BY REFER ENCE

Additional financial information relating to the Issuer is contained in its Financial Statements for the year ended 31st December, 2001, which are incorporated by reference in this Programme Memorandum. Financial information relating to Credit Suisse First Boston is contained in its Information Statement dated 17th May, 2002, in a Supplement to the Information Statement dated 21 st May, 2002 and in its Annual Report for the year ending 31st December, 2001 (all as may be superseded and/or supplemented from time to time), all of which, as so superseded or supplemented from time to time, are incorporated by reference in this Programme Memorandum.

The most recent audited annual and unaudited interim accounts of Credit Suisse Group and unaudited interim accounts of Credit Suisse First Boston (International) Holding AG are also incorporated by reference in this Programme Memorandum.

This Programme Memorandum should be read and construed in conjunction with the relevant Product Supplement, the relevant Pricing Supplement and the relevant Local Supplement(s) (if any) and the most recently publicly available audited annual accounts of the Issuer from time to time, which shall be incorporated by reference in this Programme Memorandum and which shall be deemed to modify or supersede the contents of this Programme Memorandum to the extent that a statement in any such document is inconsistent with such contents.

Copies of the documents incorporated herein by reference will be available, free of charge, at the principal office in Luxembourg of the Listing Agent while any Certificates are outstanding and listed on the Luxembourg Stock Exchange and at the specified offices of the Certificate Agents while any Certificates are outstanding.

SUPPLEMENTAL PROGRAMME MEMORANDUM

If at any time while any Certificates are outstanding and listed on the Luxembourg Stock Exchange (or any other stock exchange that so requires), there shall occur any adverse change in the financial condition of the Issuer that is, in the determination of the Issuer, material in the context of the issuance of any Certificates under the Programme, which is not reflected in this Programme Memorandum, the relevant Product Supplement, Pricing Supplement or Local Supplement (or any of the documents incorporated by reference herein) or if the General Conditions are changed for subsequent issues of Certificates under the Programme, the Issuer shall prepare an amendment or supplement to this Programme Memorandum or publish a replacement Programme Memorandum for use in connection with any subsequent issue of Certificates and shall make available free of charge at the specified offices of the Certificate Agents and Listing Agent copies of such amendment, supplement or replacement. References herein to the Programme Memorandum are to this document as amended, supplemented or replaced from time to time.

ADDITIONAL INFORMATION FOR INVESTORS OUTSIDE LUXEMBOURG

Purchasers of Certificates outside Luxembourg should also carefully read the local supplement(s) (the “Local Supplement(s)”), if any, prepared in connection with a sale of Certificates in a specific jurisdiction for information concerning, among other things, the country (other than Luxembourg) in which the Certificates are sold, the stock exchange or exchange on which such Certificates may be listed, the particular tax treatment for the Certificates in such country, any entity retained by the Issuer in such country and the provision for the publication of required notices to investors under the laws or regulations of such country.

.. . SUMMARY OF THE PROGRAMME

The following summary is qualified in its entirety by the remainder of this Programme Memorandum.

Issuer: Credit Suisse First Boston International

Description: Programme for the issue of Certificates.

Dealers and Selling Agents: The Issuer may from time to time appoint dealers and/or selling agents in respect of one or more Series. Any such appointment will be made pursuant to an agreement to be entered into in respect of the relevant Series between the Issuer and the relevant Dealer and/or Selling Agent. References in this Programme Memorandum to “Dealers” and “Selling Agents” are to all persons appointed as a dealer or selling agent, respectively, for one or more Series.

Principal Certificate Agent: JPMorgan Chase Bank, London branch

Form of Certificates: Each Series of Certificates will be represented by a Global Certificate which will be held on behalf of the Central Clearance Systems.

Clearance Systems: Clearstream, Luxembourg and Euroclear (the “Central Clearance Systems”) and, in relation to Paris Listed Certificates, Sicovam S.A. and, in relation to any Series, such other clearing system as may be specified in the relevant Pricing Supplement.

Increase in Issue Size: If the Issuer intends to issue further Certificates of the same Series, it will procure that the relevant Global Certificate is presented to the Principal Certificate Agent for endorsement by or on behalf of the Principal Certificate Agent in respect of the increased principal amount of the Series, on or before the issue date of the further Certificates or that a supplemental global certificate be issued in respect thereof.

Redemption Amount and Interim The calculation of the Redemption Amount and any Interim Payments: Payments will be set out in the relevant Pricing Supplement. Transfer and Early Redemption: See “General Terms and Conditions of the Certificates - Form, Title and Transfer” and “General Terms and Conditions of the Certificates - Certificateholder Early Redemption Procedure”. The transfer of Certificates may only be effected through an account at the relevant Clearance System and in the case of Certificates held or to be held through Sicovam S.A., through the relevant Account Holder(s). If so specified in the relevant Pricing Supplement the Issuer may redeem Certificates early, in accordance with such provisions as are set out in the relevant Pricing Supplement.

4 Status of Certificates: The Certificates will constitute unsubordinated and unsecured obligations of the Issuer as described in "General Terms and Conditions of the Certificates - Status".

Taxation: All payments will be made subject to all applicable taxes, as described in "General Terms and Conditions of the Certificates - Taxation".

Governing Law: English.

Listing: Any Series of Certificates may be listed, subject to appropriate application, on the Luxembourg Stock Exchange and/or on any other stock exchange. Certificates may also be unlisted. The relevant Pricing Supplement in respect of any Series of Certificates will specify the exchange, if any, to which application will initially be made for such Certificates to be listed. Certain Series of Certificates may be introduced for trading on the Frankfurt Freiverkehr and/or Stuttgart Freiverkehr and the relevant Pricing Supplement in respect of any Series of Certificates will specify whether an application for trading of such Certificates on the Frankfurt Freiverkehr and/or Stuttgart Freiverkehr has been or will be made.

5 INVESTMENT CONS1DERATIONS

The purchase of Certificates involves complex risks and is suitable only for prospective purchasers who have such knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in Certificates. Before making an investment decision, a prospective purchaser of Certificates should consider carefully, in the light of its own financial circumstances and investment objectives, all the information set out or incorporated by reference in this Programme Memorandum, the relevant Product Supplement and the relevant Pricing Supplement and, in particular, the considerations set out below and the specific further investment considerations set out in the relevant Pricing Supplement.

Time Lag after Early Redemption

In the case of any early redemption of Certificates there will be a time lag between the time a Certificateholder gives instructions to redeem early and the time the applicable Redemption Amount relating to such early redemption is determined. The applicable Redemption Amount may change significantly during any such period, and such movement or movements could decrease the Redemption Amount of the Certificates being redeemed early and may reduce it to zero.

Possible Illiquidity of the Certificates in the Secondary Market

It is not possible to predict the price at which Certificates will trade in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, list Certificates on a stock exchange. If the Certificates are not listed or traded on any exchange, pricing information for the Certificates may be more difficult to obtain and the liquidity of the Certificates may be adversely affected. A decrease in the liquidity of an issue of Certificates may cause, in turn, an increase in the volatility associated with the price of such issue of Certificates. The Issuer may, but is not obliged to, at any time purchase Certificates at any price in the open market or by tender or private treaty. Any Certificates so purchased may be held or resold or surrendered for cancellation. The secondary market for Certificates may be limited.

In addition, the Issuer or its Affiliates (as defined below) may, from time to time, hold significant numbers of Certificates. Certificates so held may be resold or held by such persons until their Maturity Date or, if held by the Issuer, cancelled. This may further diminish the liquidity for the remaining Certificates.

Limitations on Trading

Limitations on trading may be imposed in certain jurisdictions by local stock exchanges or clearance systems or otherwise and prospective purchasers of Certificates must inform themselves of any such limitations.

Legality of Purchase

Neither the Issuer nor any other Affiliate has or assumes any responsibility for the lawfulness of the acquisition of the Certificates by a prospective purchaser of the Certificates, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy applicable to it.

6 used herein, “control” means ownership of a majority of the voting power of the entity or, as the case may be, the Issuer and “controlled by” and “controls” shall be construed accordingly.

Independent Review and Advice

Each prospective purchaser of Certificates must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Certificates (i) is fully consistent with its (or if it is acquiring the Certificates in a fiduciary capacity or otherwise on behalf of a third patty, the beneficiary’s or any relevant third party’s) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Certificates as principal or in a fiduciary capacity or otherwise on behalf of a third party) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Certificates in a fiduciary capacity or otherwise on behalf of a third party, for the beneficiary or any relevant third party), notwithstanding the clear and substantial risks inherent in investing in or holding the Certificates.

Effect of Credit Rating Reduction

The value of the Certificates is expected to be affected, in part, by prospective purchasers’ general appraisal of the Issuer’s creditworthiness. Such perceptions are generally influenced by the ratings accorded to the Issuer‘s outstanding securities by statistical rating services. A reduction in the rating, if any, accorded to outstanding debt securities of the issuer by one of these rating agencies could result in a reduction in the trading value of the Certificates.

No Reliance

A prospective purchaser may not rely on the Issuer or any of its Affiliates in connection with its determination as to the legality of its acquisition of the Certificates or as to the other matters referred to above.

7 GENERAL TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the general terms and conditions of the Certificates which, subject to the provisions of the relevant Product Supplement and Pricing Supplement, will apply to the Certificates.

The issue of the certificates (the “Certificates”, which expression shall include, wherever the context so admits, any Certificates issued pursuant to General Condition 7) has been approved pursuant to a resolution passed by the Board of Directors of Credit Suisse First Boston International (the “Issuer”) on 31st May, 2001.

In relation to the certificates, the Issuer has executed a certificate agreement dated 10th January, 2001 and a Supplemental Certificate Agreement dated 14th June, 2001 (together, as either may be amended, restated or supplemented from time to time, the “Certificate Agreement”), in each case with JPMorgan Chase Bank, London Branch (formerly known as The Chase Manhattan Bank, London branch), as principal certificate agent (the “Principal Certificate Agent”, which expression shall include, wherever the context so admits, any successor principal certificate agent), and the other certificate agent named therein (the “Certificate Agent” and, together with the Principal Certificate Agent, wherever the context so admits, the “Certificate Agents” which expression shall include, wherever the context so admits, any substitute or additional certificate agents). The Certificateholders (as defined in General Condition 1) are deemed to have notice of all the provisions of the Certificate Agreement applicable to them. The Issuer has executed a general deed of covenant by deed poll (the “Deed of Covenant”) dated 10th January, 2001 in favour of Certificateholders from time to time in respect of Certificates issued from time to time under the Programme under which it has agreed to comply with the terms of all such Certificates. Copies of the Certificate Agreement (including the form of global certificate referred to below) and the Deed of Covenant are, and, so long as any Certificate remains outstanding, will be available for inspection during normal business hours at the specified offices of the Certificate Agents.

In these general terms and conditions (the “General Conditions” and together with the Terms, as defined below, the “Conditions”) references to the “Central Clearance System(s)” are to Euroclear and Clearstream Banking, sociMk anonyme (“Clearstream, Luxembourg”); references to “National Clearance System(s)” are to Sicovam S.A. (“Sicovam”) (in the case of Paris Listed Certificates) and such other clearance systems (if any) as may be specified in the relevant Pricing Supplement or notified to Certificateholders in accordance with General Condition 8;and references to a “Clearance System” shall be to a Central Clearance System or a National Clearance System, as the case may be, and shall include its respective successors and assigns.

The Certificates of any series (a “Series”) and of any tranche (a “Tranche”) comprising, together with another Tranche or other Tranches, a Series, are subject to these General Conditions, as modified andlor supplemented by the terms of the relevant product supplement (each a “Product Supplement”) relating to the relevant Certificates (the “Product Terms”) and the terms of the relevant pricing supplement (each a “Pricing Supplement”) relating to the relevant Certificates (the “Pricing Supplement Terms” and together with the Product Terms, the “Terms”). The relevant Pricing Supplement will be appended to the global certificate representing the relevant Certificates (the “Global Certificate”).

Expressions used herein and not defined shall have the meaning given to them in the relevant Terms. In the event of any inconsistency between the General Conditions and the Product Terms, the Product Terms will prevail. In the event of any inconsistency between the Pricing Supplement Terms, and the General Conditions and the Product Terms, the Pricing Supplement Terms will prevail.

8 1 Form, Title and Transfer

fa) Form

The Certificates shall be represented at all times by the Global Certificate deposited outside the United Kingdom with a common depositary for the Central Clearance Systems. Certificates in definitive form shall not be issued.

Certificates listed on Euronext Paris SA or any successor or assign thereof in Paris (“Paris Listed Certificates”) will be cleared through Sicovam, the Central Clearance Systems and such other Clearance Systems as may be specified in the relevant Pricing Supplement.

fb) Title

Each person for the time being appearing in the books of the relevant Clearance System(s) as the holder of a Certificate (other than one Clearance System to the extent that it appears on the books of another Clearance System) or, in the case of Certificates held through Sicovam, each person whose name appears as being entitled to a Certificate in the books of an intermédiaire financier habilité (a French bank, broker or agent authorised to maintain securities accounts on behalf of its clients (an “Account Holder”)) who is entitled to such Certificate according to the books of Sicovam, or such other person as may be specified as a Certificateholder in the relevant Pricing Supplement, shall be treated for all purposes by the Issuer, the Certificate Agents and the relevant Clearance System(s) as the holder thereof, notwithstanding any notice to the contrary (each such person being referred to herein as a “Certificateholder”).

Transfers of Certificates may be effected only in integral multiples of the Minimum Transferable Number of Certificates and (i) in the case of Certificates held through Sicovam, through the relevant Account Holder, (ii) in the case of Certificates held through a relevant Clearance System other than Sicovam, through such relevant Clearance System and (iii) as otherwise specified in the relevant Pricing Supplement. Title will pass upon registration of the transfer in the books of (i) in the case of Certificates held through Sicovam, the relevant Account Holder, or (ii) in the case of Certificates held through a relevant Clearance System other than Sicovam, such relevant Clearance System, or as otherwise specified in the relevant Pricing Supplement.

2 Status

The Certificates are unsubordinated and unsecured obligations of the Issuer and rank pari passu and rateably without any preference among themselves and equally with all other unsubordinated and unsecured obligations of the Issuer from time to time outstanding.

3 Redemption and Payment

(a) Payments on the Redemption Date The Issuer will (subject to General Condition 9) pay or cause to be paid on the Redemption Date the Redemption Amount in respect of each Certificate to the relevant Clearance System (other than Sicovam) for credit to the Certificateholder‘s account or, in respect of Certificates held through Sicovam, to the relevant Account Holder for credit to the Certificateholder’s account, for value on the Redemption Date. The Redemption Amount will be calculated as set out in the relevant Pricing Supplement.

9 fb) Interim payments In addition, if so specified in the relevant Pricing Supplement, the Issuer will pay or cause to be paid on such dates as may be specified therein such amounts as may be specified or determined in accordance with the provisions of such Pricing Supplement (“Interim Payments”). Such payments shall be made in the manner set out in paragraph (a) above.

fc) Payment subject to applicable laws etc.

Payment by the Issuer of any Redemption Amount or Interim Payment will be subject in all cases to all applicable fiscal and other laws, regulations and practices in force at the relevant time (including, without limitation, any relevant exchange control laws or regulations and the rules and procedures of the relevant Clearance System) and neither the Issuer nor any Certificate Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated after using all reasonable efforts, as a result of any such laws, regulations and practices. Neither the Issuer nor any Certificate Agent shall under any circumstances be liable for any acts or defaults of any Clearance System in the performance of its duties in relation to the Certificates.

4 Illegality

The Issuer may terminate the Certificates if it has determined in good faith that the performance of its obligations thereunder or that any arrangement made to hedge its obligations thereunder has or will become unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance by the Issuer with any applicable present or future law, rule, regulation, judgement, order or directive of any governmental, administrative, legislative or judicial authority or power, or any change in the interpretation thereof (“applicable law”). In such circumstances, the Issuer shall, however, if and to the extent permitted by applicable law, pay or cause to be paid to the account of the relevant Clearance System (or to the account of the relevant Certificateholders in such other manner as may be permitted by applicable law) in respect of each Certificate held by such Certificateholder an amount determined by the Issuer (after consultation, in the case of Paris Listed Certificates, with an independent expert selected by it) as representing the fair market value of such Certificate immediately prior to such termination (ignoring such unlawfulness, illegality or, as the case may be, other prohibition). Payment shall be made through the relevant Clearance System only and in such manner as shall be notified to the Certificateholders in accordance with the Conditions.

5 Purchases by the Issuer

The Issuer, any subsidiary and/or any Affiliate of the Issuer may at any time purchase Certificates at any price in the open market or by tender or private treaty. Any Certificates so purchased may be held or resold or surrendered for cancellation.

Reference to “Affiliate” includes any entity controlled, directly or indirectly, by the Issuer, any entity that controls, directly or indirectly, the Issuer and any entity under common control with the Issuer. As used herein, “control” means ownership of a majority of the voting power of the entity or, as the case may be, the Issuer and kontrolled by” and “controls” shall be construed accordingly.

6 Certificate Agents

The Issuer reserves the right at any time to vary or terminate the appointment of any of the Certificate Agents, provided that (i) so long as any Certificate is outstanding, there shall be a Principal Certificate Agent and (ii) so long as the Certificates are listed on any stock exchange and the rules of that stock exchange or the relevant competent authority so require there shall be

10 a Certificate Agent with a specified office in the city in which such stock exchange is located. Notice of any termination of appointment and of any changes in the specified office of any of the Certificate Agents shall be given to Certificateholders in accordance with the Conditions. In acting under the Certificate Agreement, the Certificate Agents shall act solely as agents of the Issuer and shall not assume any obligation or duty to or any relationship of agency or trust for or with, the Certificateholders.

7 Further Issues

The Issuer may from time to time without the consent of the Certificateholders create and issue further certificates, so as to form a single issue with the Certificates, pursuant to a supplemental global certificate or by endorsement to the Global Certificate.

8 Notices

Notices to Certificateholders shall be valid if delivered to the Central Clearance Systems for communication by them to Certificateholders (via any relevant Clearance System, as applicable) and (i) so long as the Certificates are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, if published in a daily newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger Wort), (ii) so long as the Certificates are listed on the Italian Stock Exchange and the rules of such exchange or the relevant competent authority so require, if published in two daily newspapers of general circulation in Italy, (iv) so long as the Certificates are listed on Euronext Paris SA or any successor or assign thereof in Paris and the rules of such exchange or the relevant competent authority so require, if published in a daily newspaper of general circulation in Paris (which is expected to be La Tribune) and (v) so long as the Certificates are listed on any other stock exchange, if published in such manner as the rules of such exchange may require. Any such notice shall be deemed to have been given on the second weekday following such delivery or, where notices are so published, on the date of publication or, if published more than once or on different dates, on the date of the first such publication.

9 Certificateholder Early Redemption Procedure

This General Condition only applies to Certificates in respect of which the relevant Pricing Supplement specifies that Certificateholder Early Redemption is applicable.

(a) Certificateholder Early Redemption Entitlement

If the relevant Pricing Supplement specifies that Certificateholder Early Redemption is applicable, a Certificateholder may require the Issuer to redeem Certificates held by such Certificateholder on a Certificateholder Early Redemption Notification Date (as specified in the relevant Pricing Supplement) by payment from the Issuer on the relevant Redemption Date of the relevant Redemption Amount.

(b) Certificateholder Early Redemption

To redeem Certificates early, a duly completed Certificateholder early redemption notice in the form and with the content prescribed by the relevant Clearance System through which the relevant Certificateholder redeems early its Certificates (a "Certificateholder Early Redemption Notice") must be delivered to that relevant Clearance System and a copy sent for information purposes to the Principal Certificate Agent or any additional or such other Certificate Agent as may be specified for such purpose in the relevant Pricing Supplement on or prior to the Cut-off

11 Time on any day that is a Certificateholder Early Redemption Notification Date (as specified in the relevant Pricing Supplement).

“Cut-off Time” means in respect of the relevant Clearance System through which the relevant Certificate is held 10.00 a.m. (CET) or such other time or times as the Issuer may determine to be necessary in accordance with the operational procedures of the relevant Clearance System and notify to the Certificateholders in accordance with General Condition 8.

A Certificateholder Early Redemption Notice delivered after the relevant Cut-off Time on the Certificateholder Early Redemption Notification Date shall be void.

Each Certificateholder Early Redemption Notice shall be deemed to constitute an irrevocable election and undertaking by the holder of the number of Certificates specified in it to redeem early such Certificates.

Failure to send a copy of the Certificateholder Early Redemption Notice to any relevant Certificate Agent will not affect the validity of the Certificateholder Early Redemption Notice and, in the case of any discrepancy between the Certificateholder Early Redemption Notice delivered to the relevant Clearance System and such copy, the terms of the Certificateholder Early Redemption Notice sent to the relevant Clearance System shall prevail.

In accordance with its normal operating procedures, the relevant Clearance System is expected to verify that, according to its records, each person redeeming Certificates has Certificates in the amount being redeemed in its securities account with the relevant Clearance System on the Certificateholder Early Redemption Notification Date. If the relevant Clearance System or the Principal Certificate Agent determines that a Certificateholder Early Redemption Notice is improperly completed or the Clearance System determines that the relevant Certificateholder has insufficient Certificates in the Clearance System account(s) specified on the Certificateholder Early Redemption Notification Date, the Certificateholder Early Redemption Notice will be treated as void.

(d) Notification of Principal Certificate Agent

The relevant Central Clearance System is expected to notify the Principal Certificate Agent, in accordance with its normal operating procedures, of (i) the number and details of Certificates being redeemed early, and (ii) details of the account to which the relevant Redemption Amount is to be credited. If the Central Clearance System fails so to notify the Principal Certificate Agent the Certificateholder Early Redemption Notice shall be void unless the Central Clearance System so notifies the Principal Certificate Agent by 1 .OO p.m. (CET) on the third Exchange Business Day after the Certificateholder Early Redemption Notification Date.

(e) Debit of Certificateholder’s Account

The relevant Clearance System is expected on the relevant Redemption Date, in accordance with its normal operating procedures, to debit the relevant account of the Certificateholder with the Certificate(s) being redeemed early.

12 (0 Certificateholder Early Redemption subject to applicable laws etc. Early redemption of the Certificates and payment by the Issuer of any Certificateholder Early Redemption Amount will be subject in all cases to all applicable fiscal and other laws, regulations and practices in force at the relevant time (including, without limitation, any relevant exchange control laws or regulations and the rules and procedures of the relevant Clearance System) and neither the Issuer nor any Certificate Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated after using all reasonable efforts, as a result of any such laws, regulations and practices. Neither the Issuer nor any Certificate Agent shall under any circumstances be liable for any acts or defaults of any Clearance System in the performance of its duties in relation to the Certificates.

(g) Determinations

Any determination as to whether a Certificateholder Early Redemption Notice is duly completed and in proper form shall be made by the relevant Clearance System, or, as the case may be, the Principal Certificate Agent, and shall be conclusive and binding on the Issuer, the Certificate Agents and the relevant Certificateholder.

(h) Effect of Certificateholder Early Redemption Notice

Delivery of a Certificateholder Early Redemption Notice shall constitute an irrevocable election and undertaking by the Certificateholder to redeem early the Certificates specified therein, provided that the person redeeming early and delivering such Certificateholder Early Redemption Notice is the person then appearing in the books of the relevant Clearance System as the holder of the relevant Certificates. If the person redeeming early and delivering the Certificateholder Early Redemption Notice is not the person so appearing, such Certificateholder Early Redemption Notice shall for all purposes be void.

After the delivery of a Certificateholder Early Redemption Notice (other than a Certificateholder Early Redemption Notice which shall have become void) the Certificateholder specified in such Certificateholder Early Redemption Notice may not otherwise transfer such Certificates. Notwithstanding this, if any Certificateholder does so transfer or attempts to transfer such Certificates, the Certificateholder will be liable to the Issuer for any losses, costs and expenses suffered or incurred by the Issuer including those suffered or incurred as a consequence of it having terminated any related hedging operations in reliance on the relevant Certificateholder Early Redemption Notice and subsequently (i) entering into replacement hedging operations in respect of such Certificates or (ii) paying any amount on the subsequent early redemption of such Certificates without having entered into any replacement hedging operations.

10 Calculations

The calculations and determinations of the Issuer shall be final and binding upon the Certificateholders (save in the case of manifest error). The Issuer shall have no responsibility for good faith errors or omissions in its calculations and determinations as provided in the Conditions, whether caused by negligence or otherwise.

11 Taxation

The Issuer is not liable for or otherwise obliged to pay, and the relevant Certificateholder shall pay, any tax, duty, charges, withholding or other payment which may arise as a result of, or in connection with, the ownership, transfer, redemption or enforcement of any Certificate, including,

13 without limitation, the payment of any Redemption Amount or Interim Payment. The Issuer shall have the right, but not the duty, to withhold or deduct from any amount payable to the Certificateholder, such amount as is necessary (i) for the payment of any such taxes, duties, charges, withholdings or other payments or (ii) for effecting reimbursement to the Issuer for any payment by it of any tax, duty, charge, withholding or other payment referred to in this General Condition.

12 Modification

The Issuer may modify the Conditions without the consent of any Certificateholder for the purposes of curing any ambiguity or correcting or supplementing any provision contained in them in any manner which the Issuer may deem necessary or desirable provided that such modification is not, in the determination of the Issuer, prejudicial to the interests of the Certificateholders. Notice of any such modification will be given to the Certificateholders.

13 Third Parties

No person shall have any right to enforce any term or condition of the Certificates under the Contracts (Rights of Third Parties) Act 1999.

14 Miscellaneous Definitions

References to ”AUD” are to Australian dollars, references to “CAN” are to Canadian dollars, references to iiDKrrr are to Danish Krone, references to “EUR” and “f” are to euro, references to “GBP and “€” are to pounds sterling, references to “HK$” and “HKD” are to Hong Kong dollars, references to “JPY” and “Y” are to Japanese yen, references to “Nkr” and “NOK” are to Norwegian Kroner, references to “SKr” are to Swedish Krone, references to “CHF” and “Sfr” are to Swiss Francs and references to “USD” and iiU.S.$” are to United States dollars.

15 Governing law The Certificates and the Global Certificate are governed by and shall be construed in accordance with English law.

USE OF PROCEEDS

The net proceeds of the issues of Certificates will be used, inter alia, for general corporate purposes.

14 CREDIT SUISSE FIRST BOSTON INTERNATIONAL

Introduction The Issuer was incorporated in England and Wales under the Companies Act 1985, on 9th May, 1990 with registered no. 25001 99 and was re-registered as unlimited under the name “Credit Suisse Financial Products” on 6th July, 1990. Its registered office and principal place of business is at One Cabot Square, London El4 4QJ. The Issuer is an authorised institution under the Banking Act 1987 and is regulated by The Financial Services Authority. With effect from 27th March, 2000, the Issuer was renamed “Credit Suisse First Boston International”. This renaming was the only change.

The Issuer is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of the Issuer in the event of its liquidation.

The Issuer commenced business on 16th July, 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, equities, foreign exchange and credit. The primary objective of the Issuer is to provide comprehensive treasury and risk management derivative product services worldwide. The Issuer has established a significant presence in global derivative markets through offering a full range of basic derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets.

Shareholders The Issuer’s ordinary voting shares are owned, as to 56 per cent., by Credit Suisse First Boston, as to 24 per cent., by Credit Suisse First Boston (International) Holding AG, a wholly-owned subsidiary of Credit Suisse First Boston, and, as to 20 per cent., by Credit Suisse Group. The Issuer’s participating non-voting shares (other than an issue of “Class A” participating non-voting shares) and its perpetual non-cumulative “Class A” preference shares are held, as to 4.9 per cent. by Credit Suisse First Boston, as to 75.1 per cent. by Credit Suisse First Boston (UK) Investments, a wholly-owned subsidiary of Credit Suisse First Boston and, as to 20 per cent., by Credit Suisse Group. In addition, Credit Suisse First Boston and Credit Suisse First Boston (UK) Investments each holds half of an issue of “Class A” participating non-voting shares and Credit Suisse First Boston (UK) Investments holds 80 per cent. and Credit Suisse Group holds 20 per cent. of an issue of perpetual non-cumulative “Class A” preference shares of the Issuer.

15 A summary organisation chart, showing the ownership of the voting interests in the Issuer is set out below.

Credit Suisse Group t- 0100% Credit Suisse First Boston

(20% Credit Suisse First Boston (International) Holding AG I

Credit Suisse First Boston International

Credit Ratings The Issuer has been assigned a senior unsecured debt rating of "AA-" by Standard & Poor's Rating Group, a division of the McGraw-Hill, Companies, senior debt rating of "Aa3" by Moody's Investors Service, Inc. and a long-term rating of "AA-" by Fitch IBCA Inc.

Directors and Management The members of the Board of Directors and their principal outside occupations are:-

Name Principal Outside Occupation

James Leigh-Pemberton Head of the European Investment Banking Division, member of the European Executive Committee of Credit Suisse First Boston, member of the Investment Banking Division Executive Board and a member of the Executive Board of Credit Suisse First Boston.

James E Kreitman Head of European Equity Cash Trading and co-Head of European Equities and a Member of the European Executive Committee of Credit Suisse First Boston.

16 Hector Sants European Chief Executive Officer and Chief Executive Officer for the Middle East and Africa, member of the European Executive Committee of Credit Suisse First Boston, member of the Operating Committee of the Credit Suisse First Boston business unit and a member of the Executive Board of Credit Suisse First Boston.

Trevor Price Head of the Developed Markets Rates Business - Fixed Income and member of the European Executive Committee of Credit Suisse First Boston and member of the Executive Board of the Credit Suisse First Boston business unit.

Costas P Michaelides European Chief Operating Officer and member of the European Executive Committee of Credit Suisse First Boston.

Christopher Carter European Chairman and member of the European Executive Committee Chairman of Credit Suisse First Boston and a member of the Executive Board and the Operating Committee of the Credit Suisse First Boston business unit.

Philip K Ryan Chief Financial Officer of Credit Suisse Group and an Executive Member of Credit Suisse Group.

Tobias Guldimann Managing Director of Risk Management Division and acts as Deputy Chief Risk Officer of Credit Suisse Group. Head of Strategic Risk Management of Credit Suisse Financial Services.

Auditors and Accounts The Issuer's auditors are KPMG Audit PIC. The financial year of the Issuer is the calendar year.

The financial information relating to the Issuer contained, or incorporated by reference, in this document does not constitute the Issuer's statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts of the Issuer for the year ended 31st December, 2001 will be delivered to the Registrar of Companies in England and Wales. The auditors of the Issuer have made a report on such accounts under Section 235 of that Act that was not qualified within the meaning of Section 262 of that Act and did not contain a statement made under Section 237(2) or Section 237(3) of that Act.

Background to the Shareholders of Credit Suisse First Boston International

Credit Suisse Group Credit Suisse Group, whose head office is at Paradeplatz 8, CH-8070 Zurich, Switzerland, is a global financial services company domiciled in Switzerland engaging in private banking, retail and corporate banking, insurance, investment banking and asset management. Effective from 1 st January, 2002 its operations, formerly structured in eight business units, are structured in two business units, the Credit Suisse Financial Services business unit and the Credit Suisse First Boston business unit. Credit Suisse First Boston consists principally of the Credit Suisse First Boston business unit (see below).

Credit Suisse Financial Services business unit provides comprehensive financial services, including insurance, banking and investment products, primarily to retail and affluent clients in Switzerland, Europe and other select markets through an integrated multi-channel distribution network and sophisticated information technology and operational capabilities. Credit Suisse Financial Services business unit includes:

17 Private Banking, Credit Suisse Group's personal investment counselling and professional asset management services for affluent and high-net-worth clients;

Corporate and Retail Banking, retail banking and corporate clients services in Switzerland;

Life & Pensions, Credit Suisse Group's life insurance and pensions; and

Insurance, Credit Suisse Group's non-life insurance business.

Credit Suisse First Boston Credit Suisse First Boston, whose head office is at Uetlibergstrasse 231, CH-8045 Zurich, is wholly owned by Credit Suisse Group.lt consists principally of the Credit Suisse First Boston business unit, or CSFB of Credit Suisse Group. CSFB includes the investment banking and financial services businesses conducted through the former business units, Credit Suisse First Boston and Credit Suisse Asset Management, or CSAM. The investment banking business provides financial advisory and capital raising services, and sales and trading for users and suppliers of capital around the world. The financial services business provides international asset management to institutional, mutual fund and private investors, financial services to broker-dealers and investment managers and financial advisory services to high-net-worth individuals and corporate investors. Following the business combination with Donaldson, Lufkin & Jenrette, Inc., or DLJ, the former business unit Credit Suisse First Boston, now the operating segment Investment Banking, was operated and managed through four principal operating divisions, the Equity division, the Investment Banking division, the Fixed Income division and the Financial Services division. In September 2001, the operation and management of the Equity division and the Fixed income division were combined into the Securities division. In connection with the realignment effective from 1st January, 2002, the activities of the former business unit CSAM and the former Financial Services division of the former business unit CSFB were combined in the operating segment Financial Services. The operating segment Investment Banking is now operated and managed through two principal operating divisions:

Securities division, which is active in sales, trading and research in fixed income, equity and equity-linked products, including foreign exchange, listed and over-the-counter derivative and risk management products and securities lending and borrowing; and

Investment Banking division, or IBD, which serves a broad range of users and suppliers of capital, provides financial advisory, securities underwriting and placement services and, through the private equity group, makes privately negotiated equity investments.

The operating segment Financial Services includes the former business unit CSAM, the operations of the former Financial Services division, which includes Pershing, a leading provider of financial services outsourcing solutions for introducing broker-dealers and independent investment managers, and Private Client Services, a financial advisory business serving high-net-worth individuals and corporate investors, and most of DLJ's asset management business.

Credit Suisse First Boston (International) Holding AG Credit Suisse First Boston (International) Holding AG (formerly Credit Suisse First Boston (International) AG), whose registered office is at Bahnhofsstrasse 17, Postfach 234, CH-6304fug, was incorporated in Zug on 15th July, 1970. Its principal activity is acting as a holding company for certain subsidiaries of Credit Suisse First Boston in Europe and, since December 1996, in the Pacific region.

Credit Suisse First Boston (International) Holding AG is a wholly-owned subsidiary of Credit Suisse First Boston.

18 REPORT OF KPMG AUDIT PLC TO CREDIT SUISSE FIRST BOSTON INTERNATIONAL (FORMER LY CREDIT SUISSE FI NANCIAL PRODUCTS)', We have audited the non-statutory accounts on pages 20 to 70. Whilst they are not the statutory group accounts of CSFBi, they have been prepared on the basis of accounting policies set out on pages 23, 24, 25, and 26, which are consistent with those adopted in the statutory accounts.

Respective responsibilities of directors and auditors As described on page 18, the directors of Credit Suisse First Boston lnternational have accepted responsibility for the preparation of these non-statutory accounts in accordance with United Kingdom law and applicable accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by the Auditing Practices Board and by our profession's ethical guidance. Under the terms of engagement we are required to report to you our opinion as to whether the non-statutory accounts give a true and fair view. Our duties in relation to this report are owed solely to the company, and accordingly we do not accept any responsibility for loss occasioned to any third party acting or refraining from action as a result of this report.

Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts.

Opinion

In our opinion the non-statutory accounts give a true and fair view of the state of the Bank's affairs as at 31 December 2001 and of its profit for the year then ended.

KPMG Audit PIC Chartered Accountants Registered Auditor

London 19 March 2002

Notes I References to pages 20 to 70 in paragraph one of the above report are to the page numbers in the published financial statements of Credit Suisse First Boston lnternational for the year ended 31 December 2001 and which correspond to pages 20 to 70 of this Programme Memorandum. 2 References to pages 23, 24, 25 and 26 in paragraph one of the above report are to the page numbers in the published financial statements of Credit Suisse First Boston lnternational for the year ended 3 1 December 2001 and which correspond to pages 23, 24, 25 and 26 of this Programme Memorandum. 3 The reference to page 18 in paragraph two of the above report is to the page in the published financial statements of Credit Suisse First Boston lnternational for the year ended 31 December 2001.

19 CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31 DECEMBER2001

200 1 2000 Note US$M US$M

Trading Revenue 27(d 2,136.6 1,211.3

Trading Costs, Risk and Administration Adjustments (15.11 (32.11

Net income from risk management activities 2,121.5 1,179.2

Other operating income 3 136.8 101.6 Administrative expenses (1,103.8) (766.9) Depreciation and amortisation 3 (1 55.0) (1 30.5) Provisions 2 (184.7) 97.4

Operating Profit on Ordinary Activities Before Taxation 3 814.8 480.8

Tax on profit on ordinary activities 4 (277.7) (267.0)

Profit for the Year/ Profit Attributable to the Shareholders 537.1 21 3.8

Dividends - equity and non-equity 5 - Retained Profit for the Year 23 537.1 m

The Group has no recognised gains or losses other than the profit and loss for both years. Results in both financial years arise from continuing operations.

The Profit and Loss Account has been prepared in accordance with the Accounting Policies in note 1 to the Accounts.

The notes on pages 23 to 70 form part of these Accounts.

Note References to pages 23 to 70 are to the page numbers in the published financial statements of Credit Suisse First Boston International for the year ended 31 December 2001 and which correspond to pages 23 io 70 of this Programme Memorandum.

20 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER2001

200 1 2000 Note US$M US$M Assets

Loans and advances to banks 6 1,424.3 2,588.0 Receivables for securities sold 7 8,164.9 7,014.9 Loans and advances to customers 8 2,998.3 1,298.7 Debt securities 9 14,122.5 12,802.6 Equity shares and other variable yield securities 10 6,463.3 7,479.0 Other trading balances 11 17,548.1 15,374.5 Tangible fixed assets 12 481 .O 549.6 Other assets 13 165.8 98.1 Total Assets 51.368.2 47 305.4 Liabilities

Deposits by banks 14 7,821.1 5,295.3 Customer accounts 15 3,575.1 1,570.9 Payables for securities purchased 16 2,360.5 6,372.3 Short positions in securities 17 6,004.1 6,616.6 Debt securities in issue 18 5,655.7 4,942.8 Other trading balances 19 21,063.1 18,220.4 Other liabilities 20 764.0 653.5 Subordinated liabilities 21 1,890.0 1,836.1

49,133.6 45,507.9

Called up share capital 22 932.3 932.3 Share premium account 432.7 432.7 Profit and loss account 23 869.6 332.5

Shareholders' funds 2,234.6 1.697.5 Equity 24 -1 Non-Equity 24 Total Liabilities and Shareholders' Funds 51.368.2 Memorandum Items

Contingent liabilities - undrawn credit lines 26 1.263.1 Approved by the Board of Directors on 19 March 2002 and signed on its behalf by

Hector W. Sants Director

The notes on pages 23 to 70 form part of these Accounts.

21 BALANCE SHEET AS AT 31 DECEMBER2001 200 1 2000 Note US$M US$M Assets

Loans and advances to banks 6 1,392.7 2,527.0 Receivables for securities sold 7 8,164.9 6,378.0 Loans and advances to customers 8 2,998.3 1,298.7 Debt securities 9 14,122.5 12,306.0 Equity shares and other variable yield securities 10 6,463.3 7,479.0 Other trading balances 11 17,469.2 15,330.1 Shares in group undertakings 25 767.6 765.4 Tangible fixed assets 12 480.1 545.1 Other assets 13 -205.8 144.4

Total Assets 46.773,7

Liabilities

Deposits by banks 14 7,820.5 5,290.9 Customer accounts 15 4,317.7 1,570.9 Payables for securities purchased 16 2,360.5 6,327.7 Short positions in securities 17 6,004.1 5,529.9 Debt securities in issue 18 5,655.7 4,942.8 Other trading balances 19 21,059.9 18,192.8 Other liabilities 20 1,110.4 1,542.0 Subordinated liabilities 21 1.787.4 1,728.0

50.1 16.2 45,125.0

Called up share capital 22 932.3 932.3 Share premium account 432.7 432.7

Profit and loss account 23 583.2 283 I 7

Shareholders' funds 1,948.2 1,648.7

Equity 24 Non-Equity 24

Total Liabilities and Shareholders' Funds 52.064.4

Memorandum Items

Contingent liabilities - guarantees and undrawn credit lines

Approved by the Board of Directors on 19 March 2002 and signed on its behalf by

Hector W. Sants Director

The notes on pages 23 to 70 form part of these Accounts.

I. Accounting Policies

The Accounts have been prepared in accordance with the special provisions of Part VI1 of the Companies Act 1985 relating to the accounts of banking groups.

The Group's trading activities are risk managed on a portfolio basis, using a variety of on and off-balance sheet instruments and all balances are marked-to-market with the exception of non-trading financial assets securities as set out in (9 below, loans held for the long term as set out in (e) below, fixed assets, subordinated liabilities, and share capital. As a consequence and as in previous years, in order to give a true and fair view:

the policies set out in notes (a) and (c) below depart from the requirements of the Companies Act 1985; and

the Accounts, which have otherwise been prepared in accordance with applicable accounting standards, do not comply with certain provisions of Financial Reporting Standard Number 4, "Capital Instruments", as explained in note (9) below.

The Group adopted FRS 18 - "Accounting Policies'' as at 31'' December 2001 and is complying with the following Statements of Recommended Practice (SORPs) considered relevant to the Group's business:

Statement of Recommended Accounting Practice - Securities Statement of Recommended Accounting Practice - Contingent Liabilities and Commitments Statement of Recommended Accounting Practice -~ Derivatives

The Group has not complied with the following SORP:

- Statement of Recommended Accounting Practice - Advances - note (c)

In respect of Statement of Recommended Accounting Practice - "Segmental Reporting" see note (0).

The following accounting policies have been consistently applied:

(a) Trading Revenue includes profits and losses from on and off-balance sheet trading activities, which are both reaiised and unrealised. As the Group's activities relate almost entirely to trading, the resulting profits are arrived at after taking into account interest receivable and payable, dividend income, legal fees and commissions receivable, all of which would require separate analysis under the Companies Act 1985. Such analysis would not provide any meaningful description of the trading activities and in the opinion of the directors would be misleading. It is not practical to determine the amounts of presentation adjustments necessary, but this departure has no effect on the profits for the year.

23 NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

1. Accounting Policies (continued)

(b) Trading Costs, Risk and Administration Adjustments includes trading related expenses, sales credits paid and future administration costs. The effect of changes is included in Trading Costs, Risk and Administration Adjustments in the profit and loss account.

Income and expense arising from deposits, customer accounts, and loans and advances other than held for the long term is computed on a net present value basis using current market rates of interest. The Companies Act 1985 and the SORP - “Advances“ require that deposits, customer accounts, and loans and advances be valued at the lower of cost and net realisable value. The directors do not consider that this would give a true and fair view as such transactions are an integral part of trading activities, which are marked to market. It is not practicable to determine the effect of this treatment.

Forward rate agreements, over-the-counter futures, interest rate and currency swaps, options, spot and forward foreign exchange contracts and other over- the-counter off-balance sheet instruments are held for trading purposes and are accounted for on a trade date basis. These transactions are marked-to-market and the resulting profits and losses are included in Trading Revenue in the profit and loss account, The resulting balance sheet amounts are included in Other Trading Balances as assets or liabilities as appropriate and are presented net by counterparty for transactions in those products where the Group has a legal right of set-off, otherwise the mark to market is presented gross by contract. The determination of market value considers various factors, some of which are inherently subjective in their nature. Specific areas of subjectivity include long dated volatilities on over-the-counter options transactions and recovery rate assumptions for credit derivative transactions.

Certain illiquid traded loans, which are being held for the long term, are recorded at cost, less specific provisions resulting from impairment. Provisions for bad and doubtful debts are made on a case by case basis as considered necessary having regard to all factors relevant to the assessment of future recoverability. Loans and advances are written down to their estimated realisable value when there is no realistic prospect of full recovery. Where the collection of interest is in significant doubt it is not recognised through the profit and loss account.

Securities intended for use on a continuing basis in the Group’s activities are classified as non-trading financial assets and are stated at cost less provision for any permanent diminution in value. Other Debt securities, and Equity shares and other variable yield securities are held for trading purposes and are stated on a trade date basis at market value. The cost of such securities, where the market value is higher than the cost, is not disclosed, as it cannot be determined without unreasonable expense. Short positions in securities are carried at market value.

24 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

1. Accounting Policies (continued)

(9) Debt securities in issue are marked-to-market with the exception of Subordinated Liabilities. As a result of this policy, the financing costs associated with debt securities in issue are stated in the profit and loss account partly by reference to changes in market yields and other prices. This is not in compliance with the provisions of Financial Reporting Standard Number 4, 'Capital Instruments", which requires the financing cost to be allocated to periods over the term of the debt at a constant rate on the carrying amount. The allocation on a time basis of finance costs would not result in a true and fair view of profits for the year, as the assets which debt securities finance are marked-to-market. It is not practicable to determine the effect of this treatment. Subordinated liabilities are recorded at accruals value. Associated derivative hedges are matched to these transactions and are also recorded at accruals value.

(h) Securities which have been sold with an agreement to repurchase continue to be shown on the balance sheet and the sale proceeds recorded as a deposit. Securities acquired in reverse sale and repurchase transactions are not recognised in the balance sheet and the purchase price is treated as a loan.

Assets and liabilities in foreign currencies are translated into United States dollars at the rates of exchange ruling at the balance sheet date. Exchange differences are included in the profit and loss account under Net income from risk management activities.

Depreciation is provided on a straight-line basis to write-off fixed assets over their estimated useful lives as follows:

Freehold buildings 50 years Leasehold improvements 10 years Computer equipment 2 - 7 years Office equipment 5 years

Fixed assets are carried at cost, including the capitalisation of interest incurred on the cost of funding the assets while under construction.

(k) The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

FRS 19 "Deferred Taxation" was issued on 7 December 2000 and is mandatory for years ending on or after 23 January 2002. The Group has decided to adopt FRS 19 early. There is no impact on prior year numbers.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance sheet date. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

25 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

1. Accounting Policies (continued)

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Arrangement fees and brokers' commissions are recognised when earned or incurred.

Operating lease rentals are charged to the profit and loss account on a straight line basis.

Pension costs are recognised in the profit and loss account on a systematic basis over employees' service lives in accordance with the advice of independent qualified actuaries. The Group adopted FRS 1 7- 'Retirement Benefits" as at 31 December 2001. Assets and liabilities in defined benefit schemes are not recognised at the balance sheet date since the Group is unable to identify its share of the underlying assets and liabilities of the Fund.

Segmental analysis of net income and net assets has not been disclosed due to the global nature of the business transacted and the global approach to risk management. In the opinion of the directors segmental disclosure would not give a true and fair representation of the activities of the business.

The Consolidated Accounts include the accounts of the Bank and its subsidiary undertakings made up to 31 December 2001. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. A number of overseas subsidiaries maintain ledgers in their local currency, however this does not give rise to significant foreign currency translations.

Positive and negative fair values of trading derivatives and collateral are set off where the contracts have been entered into under master netting agreements or other arrangements where the Group has the ability to insist on net settlement which is assured beyond reasonable doubt, based on a legal right that would survive the insolvency of the counterparty.

(r) Under Financial Reporting Standard 1 (revised 1996) the Group is exempt from the requirement to prepare a cash flow statement on the grounds that a parent undertaking includes the Group in its own published consolidated Accounts.

Except where indicated otherwise, the information disclosed in the notes to the Accounts relates to both the Group and the Bank.

Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures.

26 NOTES TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

2. Provisions

Provisions represent the cost relating to bad and doubtful debts on loans and advances and other trading balances, inclusive of associated legal costs. The balance sheet movement in provisions during the year is set out below:

Specific Credit Provisions US$M Group and Bank

Balance at 1 January 2001 Additional provisions made in the period Amounts written back through P&L during the period P&L charge for the period 184.7 Amounts previously provided written off during the period (23.4)

Balance at 31 December 2001

The overall provision is analysed as follows:

2000: Other Trading Balances (Assets)

2001 : Other Trading Balances (Assets) 48.3 Loans and Advances to Customers 151.4 -19w

27 NOTES TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

3. Operating Profit on Ordinary Activities Before Taxation

Operating profit on ordinary activities before taxation is stated after charging/(crediting) the following:

200 1 2000 Group US$M US$M

Income from listed securities (1 20.0) (89.6) Interest payable on subordinated liabilities 89.1 106.3 Auditors' remuneration - audit 0.8 0.7 Auditors' and associates' remuneration - other work 1.6 5.7 Other operating income (1 36.8) (101.6) Depreciation and amortisation 155.0 130.6 Operating lease rentals for computer equipment 0.1 0.2 Operating lease payments for licence to occupy 5.4 5.1

The operating profit on ordinary activities of the Bank includes a charge in respect of Auditors' remuneration for audit work of US$O.$m (2000: US$0.7m).

Other operating income comprises charges to related parties of depreciation.

4. Tax on Profit on Ordinary Activities

200 1 2000 US$M US$M Group

Analysis of charge for the period

Current Tax - UK corporation tax on profits for the period at 30% (2000: 30%) 275.0 126.7 - Adjustments in respect of previous years 8.9 - Foreign tax on income for the period 101 .o 112.3 - Double tax relief (67.5) (22.91 Total current tax 31 7.4 216.1

Deferred Tax - Origination and reversal of timing differences (35.6) 25.1 - Adjustments in respect of previous years (4.1) 25.8 Total deferred tax (39.71 50.9

Total current and deferred tax 277.7

28 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

4. Tax on Profit on Ordinary Activities (continued)

Group

Factors affecting the tax charge for the period

The tax charged for the period is higher than the standard rate of corporation tax in the UK (30%).The differences are explained below: 200 1 US$M

Profit on ordinary activities before tax 81 4.8

Profit on ordinary activities at the standard rate of corporation tax in the UK of 30% 244.5 Effects of: - Adjustment to the tax charge in respect of previous years 4.8 - Permanent differences 3.7 -Withholding tax credit (8.8) - Unrelievable double tax relief 33.5 Current tax charge for the period m

Factors that may affect future tax charges

No deferred tax is recognised on the unremitted earnings of overseas subsidiaries. As the earnings are continually reinvested by the Group, no tax is expected to be payable on them in the foreseeable future.

5. Dividends

No dividend was paid during 2001 (2000: US$nil).

29 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

6. Loans and Advances to Banks

200 1 2000 US$M US$M Group

Repayable: - on demand 896.7 1,367.9 - within 3 months 32.1 50.2 - between 3 months and 1 year 134.0 648.0 - between 1 year and 5 years 66.4 269.9 - greater than 5 years 295.1 252.0

1.424.3 ziuQ

Loans and advances to banks for the Group include US$319,3m (2000: US$208,1m) due from the Group's parent and fellow subsidiary undertakings.

200 1 2000 US$M US$M Bank

Repayable: - on demand 865.1 1,306.8 - within 3 months 32.1 50.2 - between 3 months and 1 year 134.0 648.0 - between 1 year and 5 years 66.4 269.9 - greater than 5 years -295.1 252.1 1.392.7 222ZLQ

Loans and advances to banks for the Bank include US$319.3m (2000: US$208.1m) due from the Bank's parent and fellow subsidiary undertakings.

7. Receivablesfor Securities Sold

200 1 2000 US$M US$M Group

Trades awaiting settlement 4,617.6 2,836.9 Buy/sell backs, reverse repurchase transactions 1,279.3 1,181 -7 Stock borrowing 2.268.0 2,996.3

7.014.9

Receivables for securities sold for the Group includes US$4,880,5m (2000: US$3,000.4m) due from the Group's parent and fellow subsidiary undertakings.

30 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

7. Receivables for Securities Sold (continued)

The above buy/sell backs and reverse repurchase transactions for the Group are disclosed after counterparty netting. The gross equivalent balances amounted to US$6,621.5m (2000: US$4,636,9m) against collateral received of US$6,922.4m (2000: US$4,865,7m).

200 1 2000 US$M USM Bank

Trades awaiting settlement 4,617.6 2,797.0 Buy/sell backs, reverse repurchase transactions 1,279.3 584.7 Stock borrowing 2,268.0 2,996.3

3iE293 6.378,o

Receivables for securities sold for the Bank includes US$4,880.5m (2000: US$3,050.3m) due from the Bank’s parent and fellow subsidiary undertakings.

The above buy/sell backs and reverse repurchase transactions for the Bank are disclosed after counterparly netting. The gross equivalent balances amounted to US$6,621.5m (2000: US$4,636.9m) against collateral received of US$6,922.4m (2000: US$4,865,7m).

8. Loans and Advances to Customers

200 1 2000 US$M US$M Group and Bank

Repayable: - on demand 1,588.3 522.0 -within 3 months 570.1 102.9 - between 3 months and 1 year 335.8 206.1 - between 1 year and 5 years 245.1 255.2 - greater than 5 years 410.4 21 2.5 - less specific provisions (1 51.4)

Loans and advances to customers include US$nil (2000: US$2.7m) due from fellow subsidiary undertakings and US$79.0m (2000: US$l27.9m) of advances, net of provisions, due from counterparties in problem countries.

During the year, loans were transferred from CSFB Frankfurt AG. The drawn down value of the loan facilities in existence as at 31’’ December 2001 was US$453.7m.

31 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

9. Debt Securities 200 1 2000 US$M US$M Group

Issued by public bodies - Government securities 3,261.4 3,681.3 Issued by other issuers - listed on the London Stock Exchange 577.0 315.9 - listed outside the United Kingdom 4,828.0 4,744.1 - unlisted 5,456.1 4.061.3 14.122.5 200 1 2000 US$M US$M Bank

Issued by public bodies - Government securities 3,261.4 3,184.7 Issued by other issuers - listed on the London Stock Exchange 577.0 31 5.9 - listed outside the United Kingdom 4,828.0 4,744.1 - unlisted 5,456.1 4,061.3

All debt securities are held for trading purposes. Debt securities include US$51.4m (2000: US$97.9m) issued by the Bank, US$100,4m (2000: US$116.4m) issued by the Bank’s immediate parent undertaking, and US$86.5m (2000: US$nil) issued by the Bank’s ultimate parent undertaking.

200 1 2000 US$M US$M Analysed by maturity:

Group

Due within 1 year 498.0 563.2 Due after 1 year 13,624.5 12,239.4

34.122.5 12 802.6 Bank

Due within 1 year 498.0 570.8 Due after 1 year 13,624.5 11,735.2

Debt Securities includes both fixed and variable rate securities.

Debt Securities for the Group and Bank includes US$91.4m which is held as a non- trading financial asset.

32 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

10. Equity Shares and Other Variable Yield Securities

200 1 2000 US$M US$M Group and Bank

Non-trading financial assets - unlisted 10.6 10.6

Other securities - listed on the London Stock Exchange 750.0 1 ,192.1 - listed outside the United Kingdom 3,997.O 5,148.7 - unlisted 1,705.7 1,127.6

6,452.7 7,468.4 6.433 7.4799

Equity shares and other variable yield securities includes US$5.5m (2000: US$1.9m) issued by the Bank's parent and fellow subsidiary undertakings. In the opinion of the directors the market value of unquoted securities is not materially different from cost.

Non-trading financial assets Carlying cost Provisions Value US$M US$M US$M Group

At 1 January 2001 11.6 422 As at 31 December 2001 u LL92 u

The market value of non-trading financial assets at 31 December 2001 was US$lO.Gm (2000: US$lO.Gm). Market value for non-trading financial assets is the market price for quoted securities and directors' estimate for unquoted securities.

33 NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

11. Other Trading Balances (Assets)

200 1 2000 US$M US$M Group

Mark-to-market of off-balance sheet Transactions 17,008.7 14,999.5 - less specific provisions (48.3) (38.4) Broker margin balances 587.7 41 3.4

Other trading balances for the Group includes US$1,044,8m (2000: US$1,110.7m) due from the Group's parent and fellow subsidiary undertakings.

200 1 2000 US$M US$M Bank

Mark-to-market of off-balance sheet Transactions 16,929.8 14,9&4.2 - less specific provisions (48.3) (38.4) Broker margin balances 587.7 384.3 11.469.2 15.330.1 Other trading balances for the Bank includes US$1,044.8m (2000: US$1,110,7m)due from the Bank's parent and fellow subsidiary undertakings.

34 NOTES TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

12. Tangible Fixed Assets

Freehold Leasehold Computer Office Buildings Improvements Equipment Equipment Total US$M US$M US$M US$M US$M Group

Cost:

Cost as at 1 January 2001 78.0 326 I 5 291.7 76.8 773.0 Additions 18.3 65.5 6.9 90.7

Inter-Group transfers (0* 2) (0.2) Disposals - (6.5) (12.1) - (1 8.6) Cost as at 31 December 2001 78.0 338.1 345.1 83.7 844.9

Depreciation:

Depreciation as at 1 January 2001 2.6 50.9 145.5 24.4 223.4 Charge for the year 1.6 39.6 97.3 16.5 155.0 Disposals - &8J - (14.5) Depreciation as at 31 December 2001 4.2 85.7 233.1 40.9 363.9

Net book value as at 31 December 2001 u -2324 112Q u 4810 Net book value as at 31 December 2000 222

35 NOES TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

12. Tangible Fixed Assets (continued)

Freehold Leasehold Computer Office Buildings Improvements Equipment Equipment Total US$M US$M US$M US$M US$M Bank cost:

Cost as at 1 January 2001 77.9 323.9 278.5 76.5 756.8 Additions 18.3 65.7 6.9 90.9 Inter-Group transfers (0.2) (0.2) Disposals - (3.9) (1.5) -- 15.4) Cost as at 31 December 2001 77.9 338.1 342.7 83.4 842.1

Depreciation:

Depreciation as at 1 January 200 1 2.5 49.6 135.2 24.4 21 1.7 Charge for the year 1.6 39.3 97.0 16.5 154.4 Disposals (31) _I (1 .oy - 14.1) Depreciation as at 31 December 2001 4.1 85.8 231.2 40.9 362.0

Net book value as at 31 December 2001 zu ZZLu u 323 9BQJ Net book value as at 31 December 2000 m 2743 1483 Li2J

Leasehold improvements relate to improvements to land and buildings occupied by the Bank for its own activities.

Of the Group depreciation charge of US$155.0m, US$136,8m was recharged to other CSFB entities, leaving a net depreciation charge for the year of US$18.2m.

36 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

13. Other Assets

200 1 2000 US$M US$M Group

Deferred taxation asset 110.2 70.5 Other 55.6 27.6

200 1 2000 US$M US$M Bank

Deferred taxation asset 110.3 70.5 Other 95.5 73.9

144.4

Other assets include a deferred taxation asset of US$110,2m (2000: US$70.5m) for the Group and US$l10.3m (2000: US$70.5m) for the Bank. All timing differences, except those relating to unremitted earnings of overseas subsidiaries (as outlined in note 4), have been recognised and the balance represents the full potential benefit. The components of the deferred tax asset are set out below:

200 1 2000 US$M US$M Group

Accelerated capital allowances 58.2 10.5 Other timing differences 52.0 -60.0 110.2 m

200 1 2000 US$M US$M Bank

Accelerated capital allowances 58.3 10.5 Other timing differences 52.0 -60.0 u 222

37 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

13. Other Assets (continued)

The movement in the deferred tax asset for the year is set out below:

200 1 2000 US$M US$M Group

Deferred tax asset at the beginning of the period 70.5 96.2 Deferred tax credit in the Profit and Loss account for the period 35.6 (25.1) Deferred tax credit in the Profit and Loss account for previous years 4.1 (25.8).. Transfers from CSFB Fixed Assets Limited 25.2 Deferred tax asset at the end of the period m 70.5

200 1 2000 US$M US$M Bank

Deferred tax asset at the beginning of the period 70.5 96.2 Deferred tax credit in the Profit and Loss account for the period 35.6 (25.1) Deferred tax credit in the Profit and Loss account for previous years 4.2 (25.8) Transfers from CSFB Fixed Assets Limited 25.2 Deferred tax asset at the end of the period 11123 s

Other assets of the Bank include US$44.5m (2000: US$50.3m) due from subsidiary undertakings.

14. Deposits by Banks

200 1 2000 US$M US$M Group

Repayable: - on demand 727.5 1 ,182.0 -within 3 months 4,589.4 2,132.2 - between 3 months and 1 year 2,181.2 598.8 - between 1 year and 5 years 31 0.9 1,339.2 - greater than 5 years 12.1 43.1 7.821.1

Deposits by banks for the Group includes US$6,507.2m (2000: US$3,692,3m) due to the Group's parent and fellow subsidialy undertakings.

38 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

14. Deposits by Banks (continued)

200 1 2000 US$M US$M Bank

Repayable: - on demand 727.4 1,177.6 -within 3 months 4,588.9 2,132.2 - between 3 months and 1 year 2,181.2 598.8 - between 1 year and 5 years 310.9 1,339.2 - greater than 5 years 12.1 43.1

Deposits by banks for the Bank includes US$6,507.2m (2000: US$3,692,3m) due to the Bank's parent and fellow subsidiary undertakings.

15. Customer Accounts

200 1 2000 US$M US$M Group

Repayable: - on demand 3,520.5 724.5 -within 3 months 52.5 99.0 - between 3 months and 1 year 0.5 80.8 - between 1 year and 5 years 1.6 659.2 - greater than 5 years 7.4

3.575.1 JjzzLLs

200 1 2000 US$M US$M Bank

Repayable: - on demand 3,520.5 724.5 -within 3 months 795.1 99.0 - between 3 months and 1 year 0.5 80.8 - between 1 year and 5 years 1.6 659.2 - greater than 5 years 7.4

4.31 7.7 1.570.9

Customer accounts includes US$46.7m (2000: US$84.4m) due to fellow subsidiary undertakings.

39 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

16. Payables for Securities Purchased

200 1 2000 US$M USM Group

Trades awaiting settlement 2,331.2 6,057.5 SelVbuy backs, repurchase transactions 29.3 314.8 1.360.5 6.372.3

Payables for securities purchased for the Group includes US$51.2m (2000: US$480.6m) due to the Group's parent and fellow subsidiary undertakings.

The above sell/buy backs and repurchase transactions for the Group are dmclosed after counterparty netting. The gross equivalent balances amounted to US$l,666.5m (2000: US$1,240.0m) against collateral given of US$1,635.2m (2000: US$1,240.0m).

200 1 2000 US$M US$M Bank

Trades awaiting settlement 2,331.2 6,057.5 Sell/buy backs, repurchase transactions 29.3 270-2 2.360.5 6.327.7

Payables for securities purchased for the Bank includes US$51.2m (2000: US$436.0m) due to the Bank's parent and fellow subsidiary undertakings.

The above sell/buy backs and repurchase transactions for the Bank are disclosed after counterparty netting, The gross equivalent balances amounted to US$1,666.5m (2000: US$l,240.0m) against collateral given of US$lI635.2m (2000: US$1,240.0m).

40 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

17. Short Positions in Securities 200 1 2000 US$M US$M Group

Debt securities:

Issued by public bodies - Government securities 2,714.1 1.740.9 Issued by other issuers - listed on the London Stock Exchange 14.2 4.8 - listed outside the United Kingdom 168.1 49.1 - unlisted 112.8 475.2

3,009.2 2,270.0 Equity shares and other variable yield securities:

Issued by other issuers - listed on the London Stock Exchange 36.9 - listed outside the United Kingdom 2,957.O 4,144.5 - unlisted 1 .o 202.1

2,994.9 4,346.6

200 1 2000 US$M US$M Bank

Debt securities:

Issued by public bodies - Government securities 2,714.1 654.2 Issued by other issuers - listed on the London Stock Exchange 14.2 4.8 - listed outside the United Kingdom 168.1 49.1 - unlisted 112.8 475.2

3.009.2 1,183.3 Equity shares and other variable yield securities:

Issued by other issuers - listed on the London Stock Exchange 36.9 - listed outside the United Kingdom 2,957.0 4,144.5 - unlisted 1 .o 202.1

2,994.9 4,346.6 6.004.1 A!&zZL2

41 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

17. Short Positions in Securities (continued)

All short positions in debt securities, equity shares and other variable yield securities are held for trading purposes.

18. Debt Securities in Issue

Debt securities in issue comprises bonds and notes, and is analysed as:

2001 2000 US$M US$M Group and Bank

Due: - within 1 year 1,391.9 967.7 - between 1 and 2 years 374.4 786.4 - between 2 and 5 years 2,836.6 2,034.8 - over 5 years 1,052.8 1,153.9

Details of bonds issued during the year by the Bank are dealt with in note 33 to these Accounts.

19. Other Trading Balances (Liabilities) 200 1 2000 US$M US$M Group

Mark-to-market of off-balance sheet Transactions 21,033.9 18,072.4 Broker margin balances 29.2 148.0

18.220.4

Other trading balances of the Group include US$1,232.3m (2000: US$2,398.8m) due to the Group's parent and fellow subsidiary undertakings.

200 1 2000 US$M US$M Bank

Mark-to-market of off-balance sheet Transactions 21,030.7 18,046.8 Broker margin balances 29.2 146.0 21.059.9 18.192.8

Other trading balances of the Bank include US$1,232,3m (2000: US$2,437.0m) due to the Bank's parent and fellow subsidiary undertakings.

42 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

20. Other Liabilities

200 1 2000 US$M US$M Group

Due to parent and fellow subsidiary undertakings 86.3 174.8 Corporation tax payable 18.4 3.9 Other 659.3 474.8 653.5

Bank

Due to subsidiary undertakings 394.5 890.6 Due to parent and fellow subsidiary undertakings 92.2 175.2 Corporation tax payable 1.2 14.9 Other 622.5 461.3

1.1 10.4

21. Subordinated Liabilities

Group 200 1 2000 US$M US$M US$200,000,000 Primary Capital Undated Floating Rate Notes 199.9 200.3 EUR 204,516,752 Primary Capital Undated Floating Rate Notes 187.7 197.8 Other Fixed and Floating Rate Notes 1,251.4 1,438.0 Subordinated Loans 251 .O

1.ago.o

Bank 200 1 2000 US$M US$M US$200,000,000 Primary Capital Undated Floating Rate Notes 199.9 200.3 EUR 204,516,752 Primary Capital Undated Floating Rate Notes 187.7 I 97.8 Other Fixed and Floating Rate Notes I ,I48.8 1,329.9 Subordinated Loans 251 .O

1.787.4 lt2289

Subordinated liabilities, together with any interest outstanding thereon, are subordinated in right of repayment to all other indebtedness and liabilities of the Bank.

43 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

21. Subordinated Liabilities (continued)

Subordinated liabilities include US$1,038.5m (2000: US$809.5m) due to fellow subsidiary undertakings.

Repayment of Subordinated liabilities is analysed as: 200 1 2000 US$M US$M Group

Repayable: -within 1 year 376.9 110.7 - between 1 and 2 years 33.6 134.0 - between 2 and 5 years 305.3 274.2 - over 5 years 1,174.2 1.317.2

200 1 2000 US$M US$M Bank

Repayable: -within 1 year 305.2 110.7 - between 1 and 2 years 2.7 58.5 - between 2 and 5 years 305.3 241.6 - over 5 years 1,174.2 1,317.2

1.787.4

The maturity analysis of subordinated liabilities is based upon the earliest available callable date. Early repayment requires FSA permission.

During the year the Bank did not issue any new subordinated debt, however it did enter into two new facilities as documented below. During the year US$23.6m equivalent of subordinated debt was redeemed.

On 16 February 2001, the Bank's subordinated debt was increased by a US$200m drawdown on a US$l,000m long term loan facility from Credit Suisse First Boston Finance BV under an agreement dated 16 February 2001.

Under the terms of the facility the Bank may repay, in whole or in part, any amount or amounts outstanding upon giving three business days' notice to Credit Suisse First Boston Finance BV and with the consent of the FSA. Interest is payable at LIBOR plus 75 basis points every three months or at such other rate and interest period that may be agreed between the parties. Under the facility the loan and any interest outstanding thereon is subordinated in right of repayment to all other indebtedness and liabilities of the Bank.

On 20 August 2001, the Bank's subordinated debt was increased by a US$50m drawdown on a US$1,000m long term loan facility from Credit Suisse First Boston (International) Holdings AG under an agreement dated 17 August 2001.

44 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

21. Subordinated Liabilities (continued)

Under the terms of the facility the Bank may repay, in whole or in part, any amount or amounts outstanding upon giving three business days' notice to Credit Suisse First Boston (International) Holdings AG and with the consent of the FSA. Interest is payable at LIBOR plus 150 basis points every three months or at such other rate as may be agreed between the parties. Under the facility the loan and any interest outstanding thereon is subordinated in right of repayment to all other indebtedness and liabilities of the Bank.

In 2002, up to the date of this report, US$0.4m equivalent of subordinated debt was redeemed.

22. Called-up Share Capital

Group and Bank 200 1 2000 US$ US$ Authorised:

Equity

Ordinary voting shares of US$1 each 125 125 Participating non-voting shares of US$l each 774,999,375 774,999,375 Class A Participating non-voting shares of US$l each 500 500

775,000,000 775,000,000

Non-Equity

Preference shares of US$25,000,000 each 275,000,000 275,000,000 Class A Preference shares of US$1 each 250,000,000 250,000,000

525,000,000 525,000,000

1.300,000,000 1.300.000.000

Allotted, called-up and fully paid:

Equity

Ordinary voting shares of US$1 each 125 125 Participating non-voting shares of US$1 each 682,324,900 682,324,900 Class A Participating non-voting shares of US$1 each 200 200

682,325,225 682,325,225 Non-Equity

Class A Preference shares of US$l each 250,000,000 250,000,000

250,000,000 250,000,000

-932.325225 R32.325m

45 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

22. Called-up Share Capital (continued)

The holders of Ordinary shares carry voting rights but do not carry the right to receive dividends.

The holders of Participating non-voting shares have voting rights only in resped of resolutions modifying, varying or abrogating the rights or privileges of the holders of those shares, but carry the right to receive dividends as recommended by the directors.

The holders of Ordinary shares and Participating non-voting shares rank pari passu as to right of participation on a return of capital.

The holders of Class A Participating non-voting shares have voting rights only in respect of resolutions, modifying, varying or abrogating the rights or privileges of the holders of those shares. Holders of the shares are entitled to dividends as recommended by the directors, but are not entitled to any right of participation on a return of capital in excess of the par value of the shares plus any unpaid dividends.

The Class A Preference shares are perpetual non-cumulative shares. The holders of the shares have voting rights only in respect of resolutions modifying, varying or abrogating the rights or privileges of the holders of those shares. Holders of the shares are entitled only to dividends as recommended by the directors and are not entitled to any right of participation on a return of capital in excess of the par value of the shares.

The Class A Preference shares have priority over all other classes of share, other than the Preference Shares, which retain absolute priority as to the right of participation on a return of capital.

23. Profit and Loss Account US$M US$M Bank Group

As at 31 December 2000 283.7 332.5

Retained profit for the year 299.5 537.1

As at 31 December 2001

As permitted by section 230 of the Companies Act 1985, no profit and loss account of the Bank is presented. The profit attributable to the Bank for the year is US$299.5m (2000: US$242.4m).

46 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

24. Shareholders' Funds

The movement in shareholders' funds is reconciled as follows:

200 1 2000 USM US$M Group

Equity Balance as at 1 January 1,447.5 1,233.7 Retained profit for the year 537.1 21 3.8

Balance as at 31 December 1.984.6 w

Non-Equity Balance as at 1 January 250.0 250.0

Balance as at 31 December m 15Q9

200 1 2000 US$M US$M Bank

Equity Balance as at 1 January 1,398.7 1 ,156.3 Retained profit for the year 299.5 242.4

Balance as at 31 December

Non-Equity Balance as at 1 January 250.0 250.0

Balance as at 31 December 250.0 250.9

47 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

25. Shares in Group Undertakings

The Bank’s shares in Group undertakings are stated at cost, as follows: US$M Balance as at 1 January 2001 m Balance as at 31 December 2001 LEU

The subsidiary undertakings of the Bank at 31 December 2001, all of which are consolidated in these Accounts. are as follows:

Country of % Equity Comoany Incorporation Held

Credit Suisse First Boston International Warrants Limited Guernsey 100%

Credit Suisse First Boston lntemational Finance Limited Guernsey 100%

United Credit Suisse First Boston International (USA), Inc. States 100%

United CSFB International Trading, L.L.C. States 100%

Credit Suisse First Boston International Canary Wharf Health Club Limited England 100%

CSFB Investments Limited England 100%

Credit Suisse First Boston International (Holding) B.V. Netherlands 100%

Credit Suisse First Boston International (Hong Kong) Limited ’ Hong Kong 100%

Credit Suisse First Boston International (Switzerland) A.G. * Switzerland 100%

Credit Suisse First Boston lntemational (Australia) Limited * Australia 100%

100% held by Credit Suisse First Boston International (Holding) B.V

The business of all of the subsidiaries is complementary to the derivative product services business of the Bank, with the exception of Credit Suisse First Boston International Canary Wharf Health Club Limited, which holds an investment in a health club at the Bank’s premises.

The equity capital of Credit Suisse First Boston International (Holding) B.V. was increased by US$2.2m during the year.

48 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

26. Contingent Liabilities and Commitments

The Group and Bank have contingent liabilities and commitments, entered into in the ordinary course of business, in respect of forward rate agreements, over-the-counter futures, interest rate and currency swaps, options, spot and forward foreign exchange contracts and other over-the-counter off-balance sheet instruments.

The Bank has granted to Morgan Guaranty Trust Company of New York, as operator of the Euroclear System, a charge over cash and securities held in the account of the Bank at Euroclear.

The Bank has granted a fixed charge to HSBC Bank PIC as Settlement Bank over certain receivables in respect of the Bank's membership of CREST, and a first floating charge over all eligible stock and other sums due to the Bank against failure of the Bank to meet its obligations under the Settlement Bank Facility agreement with HSBC Bank PIC.

The Bank has granted to the International Bank for Reconstruction and Development, and International finance Corporation charges over certain cash and securities due as collateral to the charges under the terms of the credit support annexes to their respective ISDA Master Agreements.

The Bank has granted to Credit Suisse First Boston a charge over certain shares, dividends, interest and related share rights against a failure of the Bank to meet certain intra-group obligations.

The Bank has granted to the Bank of New York a charge over certain cash and securities against a failure of the Bank to meet certain obligations.

The Bank has given a guarantee on behalf of Credit Suisse First Boston, Seoul Branch to Challenger I in respect of a US$500m notional Swap arrangement.

The Bank has given unconditional and irrevocable guarantees as to the payment of principal and interest in respect of all bonds and notes issued by its subsidiary undertaking, Credit Suisse First Boston International Finance Limited. The Bank has contingent liabilities of US$l02.6m (2000: US$lO8.1 m) in respect of these guarantees.

Business was transferred into the Bank from CSFB Frankfurt AG during the year. Undrawn commitments on this business were US$1,223m as at 31'' December 2001.

Guarantees, undrawn credit lines and other commitments to lend are analysed as follows:

200 1 2000 US$M US$M Analysed by maturity:

Group

Due within 1 year 379.0 Due after 1 year 884.1

49 NO= TO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

26. Contingent Liabilities and Commitments (continued)

200 1 2000 US$M US$M Analysed by maturity:

Bank

Due within 1 year 450.6 Due after 1 year 915.1

27. Derivatives and Other Financial Instruments

A discussion of the Group’s objectives, policies and strategies with regard to derivatives and other financial instruments is set out in the Operating and Financial Review on pages 3 to 15. The company has taken advantage of the exemption available for short-term non-financial debtors and creditors, therefore these values are excluded from the following tables.

(a) Non-trading financial assets

Non-trading financial assets of the Group comprise:

200 1 200 1 2000 2000 Book Value Fair Value Book Value Fair Value US$M US$M US$M US$M Non-trading financial Assets Debt securities 91.4 91.4 Equity shares and variable yield securities 10.6 10.6 10.6 10.6

Note References to pages 3 to 1.5 of the Operating and Financial Review are to pages 3 to 15 of the published financial statements of Credit Suisse First Boston International for the year ended 31 December 2001 which contain the Operating and Financial Review for the year ended 31 December 2001

50 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

27. Derivatives and Other Financial Instruments (continued)

(b) Fair value disclosures

Financial assets and liabilities of the Group comprise:

200 1 200 1 2000 2000 Book Value Fair Value Book Value Fair Value US$M US$M US$M US$M Trading financial assets and liabilities

Assets Loans and advances to banks 1,424.3 1,424.3 2,588.0 2,588.0 Receivables for securities sold 8,164.9 8,164.9 7,014.9 7,014.9 Loans and advances to customers 2,998.3 2,998.3 1,298.7 1,298.7 Debt securities 14,031.l 14,031.l 12,802.6 12,802.6 Equity shares and variable yield securities 6,452.7 6,452.7 7,468.4 7,468.4 Other trading balances 17,548.1 17,548.1 15,374.5 15,374.5

Liabilities Deposits by banks 7,821.1 7,821.1 5,295.3 5,295.3 Customer accounts 3,575.1 3,575.1 1,570.9 1,570.9 Payables for securities purchased 2,360.5 2,360.5 6,372.3 6,372.3 Short positions in securities 6,004.1 6,004.1 6,616.6 6,616.6 Debt securities in issue 5,655.7 5,655.7 4,942.8 4,942.8 Other trading balances 21,063.1 20,959.2 18,220.4 18,l15.3 Subordinated liabilities 1,890.0 1,993.9 1,836.1 1,941.1

All financial assets and liabilities held or issued for trading purposes are carried in the Accounts at fair value, except subordinated liabilities and associated hedges that are carried at accrued cost.

The net gains and losses from trading in financial assets and liabilities shown in the profit and loss account for the year to 31 December 2001 comprise the following:

200 1 2000 US$M US$M

Fixed income derivatives (9 1,601.3 639.5

Equity derivatives 459 I8 448.7 Commodity and foreign exchange derivatives 27.7 72.0 Other activity (ii) 47.8 51.1

Net trading revenue 2.136.6 1.211.3

51 NO= TO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

27. Derivatives and Other Financial Instruments (continued)

(i) Fixed income derivatives activity includes revenue from forward rate agreements, interest rate and currency swaps, interest rate options, bond options and credit derivatives and is stated together to reflect the fact that the primary risks managed with these instruments are interest rate related.

(ii) Other activity includes revenue from money markets and other fixed income derivatives not included in note (i).

(d) Market risk

The Group’s consolidated market risk from trading activities for the year to 31 December 2001 comprises:

200 1 2000 US$M US$M

31 December 59.9 67.0 Highest 138.3 155.2 Lowest 43.2 51.7 Average 75.0 93.8

A discussion of the Value at Risk methodology used by the Bank for managing market price risk is provided in the Operating and Financial Review on pages 6 to 9.

Note References to pages 6 to 9 of the Operating and Financial Review are to pages 6 to 9 of the published financial statements of Credit Suisse First Boston International for the year ended 31 December 2001 which contain the Operating and Financial Review for the year ended 31 December 2001.

52 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level

The tables below analyse the derivative contracts outstanding as at 31 December 2001, and include both over-the-counter and exchange-traded products. The analysis for over- the-counter products is separated by counterparty type. Market values are stated as the gross positive value of contracts outstanding. Gross replacement values are included as a measure of activity. This is not an indication of credit risk as many over-the-counter transactions are subject to legally binding netting agreements, which substantially reduce credit risk exposure.

Interest Rate and Credit Contracts

Over-the-counter Products: Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M Forward Rate Agreements 44,830 46,071 3,615 94,516

Single Currency Swaps 547,121 1,310,488 779,633 2,637,242

Interest Rate Options Bought 1 1 1,094 156,839 122,165 390,098

Interest Rate Options Sold 1 13,976 178,853 131,311 424,140

Credit Derivatives Purchased 2,773 4,582 5,426 22,781

Credit Derivatives Sold 2,084 1,254 3,231 16,569

53 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M Forward Rate Agreements 53 15 0 68 (62)

Single Currency Swaps 3,705 17,970 17,835 39,510 (38,631)

Interest Rate Options Bought 353 1,900 4,834 7,087 -

Interest Rate Options Sold - (8,014)

Credit Derivatives Purchased 36 252 203 49 1 (724

Credit Derivatives Sold ---2 107 132 241 (521) 4,149 20,244 23,004 47,397 (47,952)

Over-the-counter Products: Non-Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Forward Rate Agreements 8,469 8,704 683 17,856

Single Currency Swaps 103,363 247,580 147,290 498,233

Interest Rate Options Bought 20,988 29,630 23,080 73,698

Interest Rate Options Sold 21,533 33,789 24,808 80,130

Credit Derivatives Purchased 2,043 10,744 3,997 16,784

Credit Derivatives Sold

54 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M US$M Forward Rate Agreements 9 3 0 12 (1 3)

Single Currency Swaps 648 3,142 3,118 6,908 (7,854)

Interest Rate Options Bought 62 332 845 1,239

Interest Rate Options Sold (1,630)

Credlt Derivatives Purchased 23 166 134 323 (597)

Credit Derivatives Sold 2 71 86 159 (4291 744 3.714 4.183 8,641 (1 0,523)

Over-the-counter Products: Total

Notional Amounts Remaining Life <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M Forward Rate Agreements 53,299 54,775 4,298 1 12,372

Single Currency Swaps 650,484 1,558,068 926,923 3,135,475

Interest Rate Options Bought 132,082 1 86,469 145,245 463,796

Interest Rate Options Sold 135,509 21 2,642 156,l 19 504,270

Credit Derivatives Purchased 4,816 25,326 9,423 39,565

Credit Derivatives Sold 3,620 19,546 5,612 28,778

55 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M US$M Forward Rate Agreements 62 18 0 80 (75)

Single Currency Swaps 4,353 21,112 20,953 46,418 (46,485)

Interest Rate Options Bought 41 5 2,232 5,679 8,326

Interest Rate Options Sold (9,644)

Credit Derivatives Purchased 59 41 8 337 81 4 (1,321)

Credit Derivatives Sold 4 178 21 8 400 (950) 4,893 23,958 27,187 56,038 (58,475)

Exchanse-Traded Products

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Interes t Rate Futures 166,789 27,716 503 195,008

Interest Rate Options 237,927 46,699 - 284,626

56 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Exchanse Rate Contracts

Over-the-counter Products: Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5y’” > 5yr Total US$M US$M US$M US$M

FX Forwards 22,700 7,688 733 31,121

Cross Currency Swaps 149,249 82,764 46,947 278,960

FX Options Bought 4,596 1,745 239 6,580

FX Options Sold 5,062 1,834 262 7,158

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M

FX Forwards 22 1 1 58 60 439 (31 6)

Cross Currency Swaps 1,711 2,078 1,542 5,331 (6,874)

FX Options Bought 120 1 26 51 297

FX Options Sold - (434) 2,052 2,362 1,653 6,067 (7,624) NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Over-the-counter Products: Non-Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M

FX Forwards 13,820 4,603 447 18,958

Cross Currency Swaps 90,918 50,417 28,599 169,934

FX Options Bought 2,800 1,063 146 4,009

FX Options Sold 3,083 1,117 160 4,360

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M

FX Forwards 155 111 42 308 (166)

Cross Currency Swaps 1,200 1,456 1,081 3,737 (3,621)

FX Options Bought 84 88 36 208

FX Options Sold --~- (229) 1,439 1,655 1,159 4,253 (4,016)

58 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Aetivity Level (continued)

Over-the-counter Products: Total

Notional Amounts Remaining Life e 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M

FX Forwards 36,528 12,371 1,180 50,079

Cross Currency Swaps 240,167 133,181 75,546 448,894

FX Options Bought 7,396 2,808 385 10,589

FX Options Sold 8,145 2,951 422 11,518

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M US$M

FX Forwards 376 269 102 747 (482)

Cross Currency Swaps 2,911 3,534 2,623 9,068 (10,495)

FX Options Bought 204 21 4 87 505

FX Options Sold (663) 3,491 4,017 2,812 10,320 (1 1,640)

59 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Eauitv Contracts

Over-the-counter Products: Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M

Equity Swaps 7,039 8,097 3,902 19,038

Equity Options Bought 17,458 22,075 2,912 42,445

Equity Options Sold 14,912 27,342 1,988 44,242

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M

Equity Swaps 389 85 1 552 1,792 (757)

Equity Options Bought 1,580 2,558 25 1 4,389

Equity Options Sold Ad- LO 1,969 3,409 803 6,181 (6,367)

60 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Over-the-counter Products: Non-Financial Institutions

Notional Amounts Remaining Life <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M

Equity Swaps 1,552 1,785 860 4,197

Equity Options Bought 3,848 4,866 642 9,356

Equity Options Sold 3,287 6,026 438 9,751

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M US$M

Equity Swaps 73 159 104 336 (1 93)

Equity Options Bought 296 479 46 82 1

Equity Options Sold --- - (1.433) 369 638 150 1,157 (1,626)

Over-the-counter Products: Total

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M

Equity Options Bought 21,306 26,941 3,554 51,801

Equity Options Sold 18,199 33,368 2,426 53,993

61 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M

Equity Swaps 462 1,010 656 2,128 (950)

Equity Options Bought 1,876 3,037 297 5.210

Equity Options Sold --- -_ (7,043) 2,338 4,047 953 7,338 (7,993)

Exchanae-Traded Products

Notional Amounts Remaining Life <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Stock and Stock Index Futures 4,725 118 4,843

Stock and Stock Index Options 48,291 7,422 - 55,713

Commodity Contracts

Over-the-counter Products: Financial Institutions

Notional Amounts Remaining Life

<= 1 yr 1-5 yrs > 5yr Total US$M US$M US$M US$M Commodity Swaps 3,899 1,988 529 6,416

Commodity Options Bought 906 61 3 303 1,822

Commodity Options Sold 1,060 836 344 2,240

62 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M Commodity Swaps 139 143 139 42 1 (1 75)

Commodity Options Bought 77 78 72 227

Commodity Options Sold A - - (421) 216 22 1 21 1 648 (596)

Over-the-counter Products: Non-Financial Institutions

Notional Amounts Remaining Life

<= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Commodity Swaps 3,907 1,993 530 6,430

Commodity Options Bought 908 61 4 304 1,826

Commodity Options

Sold 1,062 a38 345 2 ~ 245

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M Commodity Swaps 174 180 174 528 (1 40)

Commodity Options Bought 96 98 90 284

Commodity Options Sold - - (337) 270 278 264 81 2 (477)

63 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Over-the-counter Products: Total

Notional Amounts Remaining Life

<= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Commodity Swaps 7,806 3,981 1,059 12,846

Commodity Options Bought 1,814 1,227 607 3,648

Commodity Options Sold 2,122 1,674 689 4,485

Replacement Values Remaining Life Gross Gross Positive Negative <= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M US$M Corn mod ity Swaps 31 3 323 31 3 949 (31 5)

Commodity Options Bought 173 176 162 51 1

Commodity Options Sold --- (758) 486 499 475 1,460 (1,073)

Exchanse-Traded Products

Notional Amounts Remaining Life

<= 1 yr 1-5yrs > 5yr Total US$M US$M US$M US$M Commodity Futures 494 126 620

Corn mod ity Options 1,270 1 1,271

64 NO= TO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Gross Replacement Values Summaw: Financial Institutions

Gross Positive Gross Negative Replacement Replacement Values Values US$M US$M

Interest Rate and Credit Contracts 47,397 (47,952)

Exchange Rate Contracts 6,067 (7,624)

Equity Contracts 6,181 (6,367)

Commodity Contracts 648 (5961

Total Gross Replacement Values 60,293 (62,539)

Gross Replacement Values Summary: Non-Financial Institutions

Gross Positive Gross Negative Replacement Replacement Values Values US$M US$M

Interest Rate and Credit Contracts 8,641 (1 0,523)

Exchange Rate Contracts 4,253 (4,016) Equity Contracts 1,157 (1,626)

Commodity Contracts 81 2 (477)

Total Gross Replacement Values 14,863 (1 6,642)

65 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

28. Derivatives Activity Level (continued)

Gross ReDlacement Values Summarv: Total

Gross Positive Gross Negative Replacement Replacement Values Values US$M US$M

Interest Rate and Credit Contracts 56,038 (58,475)

Exchange Rate Contracts 10,320 (1 1,640) Equity Contracts 7,338 (7,993) Commodity Contracts 1,460 (1,0731

Total Gross Replacement Values 75,156 (79,181)

Balances Netted (58,147) 58,147

Net Replacement Values

Gross Positive Replacement Values - Balances Netted includes collateral netting of US$522m for Financial Institutions and US$231 m for Non-Financial Institutions.

29. Assets and Liabilities Denominated in Foreign Currencies

The aggregate amount of assets and liabilities denominated in currencies other than US dollars were as follows:

200 1 2000 USM US$M Group

Assets 972.1 2,435.0 Liabilities 3,000.8 5,231.6

Bank

Assets 797.8 2,422.8 Liabilities 2,938.7 3,280.4

66 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

30. Staff Numbers

The average monthly number of employees during the year was made up as follows:

200 1 2000 Group Number Number

Trading and Marketing staff 309 254 Administration staff 605 853 914

The Bank receives a range of administrative services from related companies. The headcount related to these services cannot be accurately ascertained and is not therefore included in the above numbers. A number of administrative staff transferred to another group entity during the year.

31. Capital and Operating Lease Commitments

(a) Capital Commitments

200 1 2000 US$M US$M

Authorised and contracted 9.8 7.2

(b) Lease Commitments

Annual commitments under non-cancellable operating leases for licence to occupy leasehold premises:

200 1 2000 US$M US$M

- expiring within one year 40.9 35.6 - expiring between two and five years 154.7 142.7 - expiring in five years or more 475.0 476.1

67 NOTESTO THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER2001

32. Pension Scheme

The Group's employees and seconded staff participate in a number of pension schemes operated by the Bank's parent or fellow subsidiary undertakings throughout the world.

The Credit Suisse Group (UK) Pension Fund ('the Fund") provides benefits on both a final salary and money purchase basis. The Fund is operated through a fellow subsidiary undertaking, Credit Suisse First Boston (Europe) Limited. The Fund is administered by a Corporate Trustee, whose directors are directors of Credit Suisse First Boston Trustees Limited. During the year, they were advised by William M. Mercer Limited who also act as actuaries. The Fund's assets for the final salary section are managed by Schroder Investment Management Limited and Credit Suisse Asset Management Limited.

Contributions to the Fund are paid by a number of participating companies. The Bank is one such company. As a result, the Bank is unable to identify its share of the underlying assets and liabilities within the Fund.

An actuarial valuation is performed every three years, and the latest valuation was performed as at 31 December 1999. The results of this valuation, which was performed using the "projected unit" funding method, showed that the assets of the final salary sections amounted to €251.3m and were sufficient to secure 102% of the liabilities of these sections based on projected Final Pensionable Salaries.

The final salary sections of the Fund are closed to new entrants. Under the projected unit method, the current service cost will increase (as a percentage of salary) as the members approach retirement.

The main actuarial assumptions used were an investment retum of 6.75% per annum before retirement/5.25% per annum after retirement, an increase in salaries of 4.75% per annum and an increase in present and future pensions at the rate of 3% per annum (5% for certain employees). Inflation was assumed to be 3% per annum. The actuaries concluded that the Fund continued to be in a sound financial position.

Final Salary sections 18.65% of members' Pensionable Salaries

BZW Money Purchase Section, CSAM Contributions for retirement benefits, plus 1.75% Money Purchase Section and Credit of members' Pensionable Salaries (Basic Salaries Suisse Money Purchase Section for BZW Money Purchase Section)

68 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

32, Pension Scheme (continued)

These contribution rates will be paid until the results of the next formal valuation (effective date 31 December 2002) are available. Surpluses or deficits that arise at future valuations may impact on the Group’s contribution requirement.

The rates of contribution payable for 2001 were subject to adjustment to reflect certain historic under and overpayments. This has been reflected in the total pension cost for 2001 of US$8,4m. There were no prepaid or outstanding contributions at the balance sheet date.

Employees of the Group also participate in a number of other pension schemes, both in the UK and overseas. These are all defined contribution pension arrangements. The total pension cost of these arrangements for 2001 is US$2.9m. There were no prepaid or outstanding contributions at the balance sheet date.

33. Issues of Debt Securities

In the ordinary course of business, the Bank issued bonds and notes as part of structured client transactions, with various terms as to maturity, interest rate and other factors. All debt was privately placed, with some issues listed on the Luxembourg, Paris or Amsterdam Stock Exchanges.

In aggregate, US$3,458.6m (2000: US$2,463.9m) equivalent of such notes were issued during the year. Redemptions and repurchases totalled US$2,251.6m (2000: US$4,733,3m) equivalent.

In 2002, up to the date of this report, the nominal value of notes issued was US$153.7m equivalent. The cash value received for notes issued was US$l47.2m equivalent. The nominal value of notes redeemed and repurchased amounted to US$476.2m equivalent.

34. Related Party Transactions

In the ordinary course of business, the Bank and its subsidiaries transact over-the-counter derivative products and associated hedging transactions with related parties. These related parties fall within the definition of related parties as defined by Financial Reporting Standard Number 8, “Related Party Disclosures”.

All such transactions are conducted on an arm’s-length basis under the same terms and conditions as transacted with non-related parties. Aggregate amounts outstanding with related parties are given in the notes to the balance sheet.

The notional value of over-the-counter derivatives products transacted with related parties account for 5.57% (2000: 6.03%) of the total notional value of contracts outstanding at 31 December 2001.

During the period, CSFBi made a payment of US$115,0m to other group companies for group relief likely to be claimed in respect of the year ended 31 December 2001, A further payment of US$25.0m was made to other group companies for group relief claimed in respect of the year ended 31 December 2000.

69 NOTESTO THE ACCOUNTSFOR THE YEAR ENDED 31 DECEMBER2001

35. Parent and Ultimate Parent Undertakings

The Bank's immediate parent undertaking and immediate controlling entity is Credit Suisse First Boston, which is incorporated in Switzerland. The Bank's ultimate parent undertaking and ultimate controlling entity is Credit Suisse Group, which is also incorporated in Switzerland.

Copies of the Group Accounts of the parent and ultimate holding company, which are those of the smallest and largest groups in which the results of the Bank are consolidated, are available to the public and may be obtained from Credit Suisse Group, Paradeplatz 8, P.O. Box 1, CH-8070 Zurich.

,.. 70 TAXATIO N

Taxation of Certificates

The following paragraphs are a summary of certain tax consequences to potential purchasers or holders of Certificates under the laws and regulations of the country specified at the date of this Programme Memorandum. Such laws and regulations are subject to change, sometimes retroactively. The summary is for general information purposes only and does not purport to be a comprehensive description of all possible tax consequences that may be relevant.

Potential Certificateholders should seek their own tax advice in relation to the taxation consequences of acquiring, holding or disposing of Certificates, where these are or may be of relevance to them. The statements below are not exhaustive and are for information purposes only.

Germany

The purchase of Certificates is not subject to German taxes or stamp duties.

If both the Interim Payments and the Redemption Amount are solely linked to the fluctuating performance of an equity, index or, basket thereof which might be zero, each of:

(i) the Interim Payments,

(ii) a capital gain from the sale of a Certificate prior to maturity, and

(iii) the Redemption Amount upon maturity less the purchase price

(hereinafter collectively referred to as the “Profit”) will be taxable for

a Certificateholder holding the Certificate as a business asset; or

a private individual. However, in the case of a private individual Certificateholder, there might be a tax exemption for the Profit if such Profit occurs later than one year after the purchase, provided a tax guideline (cf. Federal Ministry of Finance letter dated 21st July, 1998, IV B 4 - S 2252 - 1 16/98) regulating index linked bonds is applicable (cf. Regional Fiscal Office Kiel letter dated 7th March, 2002, Lex. 576 465; Federal Ministry of Finance letter dated 27th November, 2001, BStBL 2001 I 986, Tz 46ff.).

The Profit will be subject to a withholding tax amounting to 30 per cent plus an additional surcharge of 5.5 per cent thereon (together 31.65 per cent) unless the above mentioned tax guideline is applicable in which case no withholding tax would be withheld. In the case of losses an investor may be subject to restrictions in respect of the offset of these losses against other income.

A deviating tax regime might apply to the Profit if the Interim Payments are not exclusively linked to an equity, index or basket thereof, as applicable. Especially, in the case of so-called financial innovations (i.e. an instrument (i) the repayment of which in total or in part or (ii) any remuneration thereon is promised or granted but the issuing yield of which cannot be determined upon issuance), income would be taxable.

If Interim Payments are linked to a fixed or floating interest rate any income from the Certificates (including the Interim Payments) will not only be taxable for investors holding the Certificates as business assets but also for investors holding the Certificates as private assets.

71 Luxembourg

1 Income realised by a Certificateholder who is a Luxembourg tax resident individual upon receiving the Redemption Amount and/or Interim Payments over the acquisition costs of the Certificates, or in connection with the transfer of the Certificates will not be subject to income tax in Luxembourg, unless the Certificateholder has held the Certificates for less than 6 months since their acquisition date.

Income realised by a Certificateholder who is a Luxembourg tax resident company upon receiving the Redemption Amount and/or Interim Payments over the acquisition costs of the Certificates, or in connection with the transfer of the Certificates will be subject to income tax in Luxembourg; capital loss will be deductible.

2 Luxembourg resident Certificateholders are subject to net wealth tax on the value of their Certificates.

3 The purchase or transfer of the Certificates will not be subject to any other Luxembourg tax.

The Netherlands

Under existing Netherlands tax law:

1 A Certificateholder will not be subject to any Netherlands taxes on income or capital gains in respect of any payment under the Certificates or in respect of any gain realised on the disposal of the Certificates, provided that:

(i) the Certificateholder is neither resident nor deemed to be resident in the Netherlands for Netherlands tax purposes; and

(ii) the Certificateholder is not an individual who has opted to be taxed as a resident of the Netherlands for Netherlands tax purposes; and

(iii) the Certificateholder does not have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or through a permanent representative in the Netherlands, and to which enterprise or part of an enterprise, as the case may be, the Certificates are attributable; and

(iv) the Certificateholder is not an individual who has a substantial interest in the Issuer; and

(v) the Certificateholder is not an individual who performs other activities in relation to the Certificates in the Netherlands including, but not limited to, activities that exceed “normal investment activities”.

The Certificates held by individual Certificateholders who are resident in, are deemed to be resident in, or opt to be taxed as a resident of the Netherlands for Netherlands tax purposes, will generally be taxed under the regime for savings and investments, provided that the individual (i) does not have an interest in an enterprise or co-entitlementto the assets of an enterprise to which the Certificates are attributable, and (ii) does not have a substantial interest in the Issuer. Under this regime 4 per cent of the average fair, market value of all assets and liabilities of such individual, which includes the Certificates at the beginning and end of each calendar year is taxable at a rate of 30 per cent., to the extent that this average exceeds the applicable personal allowances. The aforementioned fictitious yield tax will apply irrespective of actual income or capital gains derived from the Certificates. Any benefits derived or deemed to be derived from the Certificates (including any capital gain realised on the disposal thereof) that are held by a Dutch corporate entity are generally subject to corporate income tax at statutory rates.

2 A Certificateholder will not be subject to taxation in the Netherlands by reason only of the execution, delivery and/or enforcement of the documents relating to the issue of the Certificates (the “Documents”) and the issue of the Certificates or the performance by the Issuer of its obligations thereunder or under the Certificates.

3 No gift, estate or inheritance taxes will arise in the Netherlands with respect to an acquisition of Certificates by way of a gift by, or on the death of, a Certificateholder who is neither resident nor deemed to be resident in the Netherlands, unless:

(i) the Certificateholder at the time of the gift has or at the time of his death had an enterprise or an interest in an enterprise that is or was, in whole or in part, carried on through a permanent establishment or through a permanent representative in the Netherlands, and to which enterprise or part of an enterprise, as the case may be, the Certificates are or were attributable; or

(ii) in the case of a gift of Certificates by an individual who at the date of the gift was neither resident nor deemed to be resident in the Netherlands, such individual dies within 180 days after the date of the gift, while being resident or deemed to be resident in the Netherlands.

4 No Netherlands turnover tax will arise in respect of any payment in consideration for the issue of Certificates or with respect to any payment by the Issuer on the Certificates.

5 NO Netherlands registration tax, custom duty, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees and no Netherlands capital tax will be payable in the Netherlands in respect of or in connection with the execution, delivery and/or enforcement by legal proceedings (including the enforcement of any foreign judgement in the courts of the Netherlands) of the Documents or the performance by the Issuer of its obligations thereunder or under the Certificates.

United Kingdom

The statements below are based on current law and current understanding of Inland Revenue practice and relate only to (a) whether payments under the Certificates may be made without withholding or deduction for or on account of United Kingdom taxation and (b) bearer instrument duty, stamp duty reserve tax (“SDRT”) and stamp duty on the Certificates and potential purchasers of Certificates should consult their own advisers in relation to other taxation matters.

Payments under the Certificates may be made without any withholding or deduction for or on account of United Kingdom tax.

No Bearer Instrument Duty will be charged on an issue or transfer of Certificates and no SDRT will be chargeable in respect of an issue or transfer of Certificates. No stamp duty should be payable on the issue of Certificates where and for so long as the Global Certificate relating to that issue is executed and retained outside the United Kingdom. Stamp duty will not generally be chargeable on a transfer of Certificates. No stamp duty would be payable on a transfer of Certificates effected without a written instrument of transfer being executed. Stamp duty may, in theory, be chargeable on a written instrument of transfer of a Certificate at 0.5% of the transfer price but, even if such a written instrument of transfer were executed, on the basis that no register for the Certificates is maintained in the United Kingdom there is unlikely to be a practical need for the duty to be paid.

73 Proposed EU Savings Directive

The Council of the European Union has published a revised draft directive regarding the taxation of savings income (the “Directive”). It is proposed that, subject to a number of important conditions being met, Member States will be required to provide to the tax authorities of another Member State details of payment of interest (or similar income) paid by a paying agent within its jurisdiction to an individual resident in that other Member State, except that Belgium, Luxembourg and Austria will operate a withholding system for a transitional period in relation to such payments. The proposed Directive is not yet final and may be subject to further amendment.

74 SELLING RESTRICTIONS

The Issuer may appoint dealers (each a “Dealer”) or selling agents (each a “Selling Agent”) under a dealer agreement or selling agency agreement in respect of an issue of Certificates and each Dealer and/or each Selling Agent will be required to comply with the selling restrictions set out below and any other selling restrictions as may be specified and/or applicable at the relevant time.

No action has been or will be taken by any Dealer or Selling Agent that would permit a public offering of the Certificates or possession or distribution of any offering material in relation to the Certificates in any jurisdiction where action for that purpose is required save as specified in the relevant Pricing Supplement. No offers, sales or deliveries of any Certificates, or distribution of any offering material relating to the Certificates, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and will not impose any obligations on the Issuer.

United States

The Certificates have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph and not otherwise defined have the meanings given to them by Regulation S under the Securities Act.

Any Dealer and/or Selling Agent will be required, except as permitted by applicable law, not to offer, sell or deliver the Certificates, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons, and it will be required to send to each other Dealer and/or Selling Agent to which it sells Certificates during the distribution compliance period confirmation or other notice setting forth the restrictions on offers and sales of the Certificates within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of Certificates within the United States by any Dealer and/or Selling Agent that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

Any Dealer and/or Selling Agent will be required to comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom.

Any Dealer and/or Selling Agent will be required only to communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Certificates in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer.

Any Dealer and/or Selling Agent will also be required to represent and agree that it has not offered or sold and prior to the date six months after the date of issue of the Certificates will not offer or sell any Certificates to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer

75 to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995.

Belgium

The Certificates have not been notified to and neither the Programme Memorandum nor the Product Supplements have been approved by the Belgian Banking and Finance Commission. The Certificates may, therefore, only be sold in Belgium to professional investors as defined in article 3 of the Royal Decree of 7th July, 1999 on the public nature of financial transactions acting for their account, and the offering document may not be delivered or passed on to any other investors. The Certificates may subsequently be offered to the public in Belgium if any and all regulatory requirements have been complied with, and subject to compliance with all applicable regulations.

Germany

Each Dealer and/or Selling Agent will be required to agree that Certificates, in respect of which no recognition of the Programme Memorandum, relevant Product Supplement and Pricing Supplement as referred to in EC Directive 89/298/EEC has been confirmed by the Federal Financial Services Supervisory Authority (Bundesanstah fur Finanzdienstleistungsaufsicht (BAFin)) may only be offered and sold in the Federal Republic of Germany (i) to investors who purchase and sell securities as part of their profession or business either for their own account or for the account of a third person, or (ii) to a restricted circle of investors which (x) are individually known to the offeror, (y) are approached by the offeror, selected on the basis of individual criteria and (2) do not need, in view of their specific knowledge, disclosure by way of a sales prospectus; or (iii) otherwise in accordance with the provisions of the Securities Sales Prospectus Act of 13th December, 1990, as amended (Wertpapier- Verk~ufsprospektgesetz)and any other laws applicable in the Federal Republic of Germany governing the issue, sale and offering of securities. Any resale of Certificates in the Federal Republic of Germany may only be made in accordance with the provisions of the Securities Sales Prospectus Act and any other applicable laws in the Federal Republic of Germany governing the issue, sale and offering of securities.

Luxembourg

Each Dealer and/or Selling Agent will be required to agree that no public offerings or sales of Certificates or public announcements in relation thereto or any distribution of any offering material relating to the Certificates will be made in or from Luxembourg, except for Certificates in respect of which the requirements of Luxembourg law concerning a public offering of securities in Luxembourg have been fulfilled. A listing of Certificates on the Luxembourg Stock Exchange does not necessarily mean that a public offering of Certificates has been authorised in Luxembourg.

The Netherlands

Each Dealer and/or Selling Agent will be required to agree that any offering of Certificates, and any announcement of an offering of Certificates, in or from within the Netherlands in respect of which the Programme Memorandum, relevant Product Supplement and Pricing Supplement as referred to in EC Directive 89/298/EEC have not been recognised by the Netherlands Authority for the Financial Markets (Stichting Autoriteif Financiele Markten), shall only be made in accordance with the 1995 Act on the Supervision of the Securities Trade (Wet foezicht effectenverkeer 7995).

76 General

The offer and sale of the Certificates will also be subject to such other restrictions on distribution and transfer as may be set out in the relevant Pricing Supplement.

77 GENERAL INFORMATION

1. The issue of the Certificates has been authorised pursuant to a resolution passed by the Board of Directors of the Issuer effective on 31 st May, 2001.

2. Prior to the listing of the Certificates on the Luxembourg Stock Exchange, a legal notice relating to the issue and a copy of the Memorandum and Articles of Association of the Issuer will be filed with the Greffier en Chef du Tribunal dflrrondissement de et a Luxembourg (Chief Registrar of the District Court in Luxembourg) where a copy of such notice and Memorandum and Articles of Association may be obtained by the public.

3. Prior to any public offer of Certificates in the Federal Republic of Germany this Programme Memorandum and the relevant Product Supplement will be filed with the Federal Securities Trading Supervisory Authority (Bundesaufsichtsamt fur den Wertpapierhandel) and a legal notice will be published in the Borsen-Zeitung.

4. For so long as any of the Certificates are outstanding, copies of the latest financial statements of the Issuer, the latest annual report and interim report (if any) of Credit Suisse First Boston and the latest published financial statements and interim financial statements (if any) of Credit Suisse First Boston (International) Holding AG may be obtained from the office of the Listing Agent specified below and from the specified offices of the Certificate Agents. The Issuer does not publish interim financial statements.

5. There has been no material adverse change in the financial position of the Issuer since 31st December, 2001.

6. The Issuer is not involved in any litigation or arbitration proceedings relating to claims or amounts which are material in the context of the issue of the Certificates. Nor, to the best of the knowledge and belief of the Issuer, is any such litigation or arbitration pending or threatened.

7. Copies of the Certificate Agreement and Deed of Covenant will be available for inspection during normal business hours on any business day (except Saturdays, Sundays and legal holidays) at the offices of the Certificate Agents.

8. The Luxembourg Stock Exchange has allocated the number 12496 to the Programme for listing purposes.

70 REGISTERED OFFICE OF THE ISSUER

One Cabot Square, London E14 4Ql

PRINCIPAL CERTl FICATE AGENT

JPMorgan Chase Bank, Trinity Tower, 9 Thomas More Street, London ElW 1yT

LUXEMBOURG CERTlFICATE AGENT LISTING AGENT

J.P. Morgan Bank Dexia Banque lnternationale Luxembourg S.A., a Luxembourg, 5, rue Plaetis, 69 route d’Esch, L-2338 Luxembourg Grund L-2953 Luxembourg

LEGAL ADVISERS

Linklaters, One Silk Street, London EC2Y 8HQ

AUDITORS TO THE ISSUER

KPMG Audit PIC, 1 Puddle Dock, Blackfriars, London EC4V 3PD Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 25001 99

Product Supplement for Share Certificates and Share Basket Certificates relating to the Certificate Programme

This Product Supplement is supplemental to the Programme Memorandum dated 7th August 2002, as amended, restated or supplemented from time to time (the "Programme Memorandum") relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to specified Shares ("Certificates" and/or "Share Certificates") and baskets of specified Shares ("Share Basket Certificates").

Product Supplement dated 7th August, 2002 This Product Supplement is supplemental to, and should be read and construed in conjunction with, the Programme Memorandum, the relevant Pricing Supplement, the relevant Local Supplement(s) (if any) and all other documents which are incorporated by reference therein. Terms defined in the Programme Memorandum and/or the relevant Pricing Supplement have the same meaning in this Product Supplement.

In the event of any inconsistency between the General Conditions and the Product Terms, the Product Terms will prevail. In the event of any inconsistency between the Pricing Supplement Terms and the General Conditions and the Product Terms, the Pricing Supplement Terms will prevail.

The attention of any prospective purchaser of Certificates is drawn to "Investment Considerations" in the Programme Memorandum. Any prospective purchaser should conduct its own investigation into the securities to which the Certificates are linked and, in deciding whether or not to purchase the Certificates, should form its own view of the merits of an investment related to the relevant Shares based upon such investigations and not solely in reliance upon any information given in the Programme Memorandum, this Product Supplement, the relevant Pricing Supplement and/or the relevant Local Supplement($) (if any) (together, the "Issue Documentation") .

The Issuer has taken all reasonable care to ensure that the information contained in this Product Supplement when taken together with the other Issue Documentation is true and accurate in all material respects and that, in the context of the issue of the Certificates, there are no other material facts the omission of which makes misleading any statement herein, whether of fact or opinion. The Issuer accepts responsibility accordingly. The delivery of this Product Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

In connection with the issue and sale of the Certificates, no person is authorised to give any information or to make any representation not contained in the Issue Documentation, and neither the Issuer nor any Dealer or Selling Agent accepts responsibility for any information or representation so given that is not contained in the Issue Documentation. The Issue Documentation does not constitute an offer of Certificates, and may not be used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation. No action is being taken to permit an offering of the Certificates or the distribution of the Issue Documentation in any jurisdiction where any such action is required except as specified in the relevant Pricing Supplement and/or Local Supplement(s) (if any).

I TABLE OF CONTENTS

Page

PRODUCT TERMS OF SHARE CERTIFICATES AND SHARE BASKET CERTIFICATES ...... 3

PRO FORMA PRICING SUPPLEMENTS ...... 12

INVESTMENT CONSIDERATIONS ...... 14

TERMS OF THE CERTIFICATES ...... 15

GENERAL DESCRIPTION OF THE SHARE ISSUER ...... 20

I NVESTM E NT CONSID E RATIONS ...... 25

TERMS OF THE CERTIFICATES ...... 26

GENERAL DESCRIPTION OF EACH ISSUER OF SHARES COMPRISING THE BASKET ...... 30

.. .. PRODUCT TERMS OF SHARE CERTIFICATES AND SHARE BASKET CERTIFICATES

The following are the product terms and conditions of the Certificates which, subject to the General Conditions of the Certificates and the provisions of the relevant Pricing Supplement, will apply to Share Certificates and Share Basket Certificates.

1 Definitions

"Averaging Date" means, subject as provided in Product Term 3, in respect of the Valuation Date in respect of a Share, each date specified or otherwise determined in respect of that Share as provided in the relevant Pricing Supplement (or, if any such date is not an Exchange Business Day in respect of that Share, the next following such Exchange Business Day).

"Banking Day" means, in respect of any city, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in such city.

"Basket" means a basket composed of Shares of more than one Share Issuer as specified in the relevant Pricing Supplement in the relative proportions and numbers of Shares of each Share Issuer indicated in the Pricing Supplement.

"Central Clearance System($" is as defined in the General Conditions.

"Certificateholder Early Redemption Notification Date" is as defined in the relevant Pricing Supplement.

"Clearance System(s)" is as defined in the General Conditions.

"Clearance System Business Day" means any day on which the relevant Clearance System is open for business.

"Currency Business Day" means a day which is a Banking Day in the Additional Business Day Centre(s) if any (as specified in the relevant Pricing Supplement) and on which (unless the Settlement Currency is euro) commercial banks and foreign exchange markets are generally open to settle payments in the city or cities determined by the Issuer to be the principal financial centre(s) for the Settlement Currency, and if the Settlement Currency is euro, which is also a TARGET Settlement Day.

"Exchange" means, in respect of a Share, the stock exchange so specified in the relevant Pricing Supplement or such other stock exchange on which such Share is, in the determination of the Issuer, traded or quoted as the Issuer may (in its absolute discretion) select and notify to Certificateholders in accordance with General Condition 8 or (in any such case) any transferee or successor exchange.

"Exchange Business Day" means, in respect of a Share, any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on which the relevant Exchange and each relevant Related Exchange is open for business, other than a day on which trading on the relevant Exchange or Related Exchange is scheduled to close prior to its regular week day closing time.

"Exchange-traded Contract" means, in respect of a Share, the contract specified as such for that Share in the relevant Pricing Supplement.

"Initial Averaging Date" means, subject as provided in Product Term 3, in respect of the Initial Setting Date in respect of a Share, each date specified or otherwise determined in respect of that Share as provided in the relevant Pricing Supplement (or, if any such date is not an Exchange Business Day in respect of that Share, the next following such Exchange Business Day).

3 "Initial Setting Date" means, in respect of a Share, subject as provided in Product Term 3, the date so specified in the relevant Pricing Supplement (or, if that day is not an Exchange Business Day in respect of that Share, the next following such Exchange Business Day).

"Interim Payment(s)" is as defined in the relevant Pricing Supplement.

"Interim Payment Date(s)" is as defined in the relevant Pricing Supplement.

"Interim Valuation Date" means any date specified as such in the relevant Pricing Supplement or, if that day is not an Exchange Business Day for the relevant Share, it shall be the next following day that is an Exchange Business Day for that Share.

"Market Disruption Event" means, in respect of a Share, the occurrence or existence on any Exchange Business Day of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant Exchange or otherwise) in (a) the Share on the relevant Exchange or (b) any option or futures contracts relating to the Share on any Related Exchange, if, in any such case, in the determination of the Issuer, such suspension or limitation is material.

"Maturity Date" means the date so specified in the relevant Pricing Supplement.

"Merger Date" means, in respect of a Merger Event of a Share Issuer, the date upon which all holders of Shares of such Share Issuer (other than, in the case of a takeover offer, Shares owned or controlled by the offeror) have agreed or have irrevocably become obliged to transfer their Shares.

"Merger Event" means, in respect of any Shares, any (a) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding, (b) consolidation, amalgamation or merger of the relevant Share Issuer with or into another entity (other than a consolidation, amalgamation or merger in which the relevant Share Issuer is the continuing entity and which does not result in any such reclassification or change of all of such Shares outstanding) or (c) other take-over offer for the Shares that results in a transfer of or an irrevocable commitment to transfer all the Shares (other than Shares owned or controlled by the offeror), in each case if the Merger Date is on or before the Valuation Date.

"National Clearance System(s)" is as defined in the General Conditions.

"New Shares" is as defined in Product Term 4(b).

"Official Settlement Price" means in relation to an Exchange-traded Contract, the official settlement price (however described under the rules of the relevant exchange or its clearing house) on maturity of that Exchange-traded Contract.

"Other Consideration" is as defined in Product Term 4 (b).

"Potential Adjustment Event" is as defined in Product Term 4(a).

"Redemption Amount" is as defined in the relevant Pricing Supplement,

"Redemption Date" is as defined in the relevant Pricing Supplement.

"Related Exchange(s)" means, in respect of a Share, the Related Exchange(s), if any, as specified in the relevant Pricing Supplement, or such other options or futures exchange(s) as the Issuer may, in its absolute discretion, select and notify to Certificateholders in accordance with General Condition 8 or, in any such case, any transferee or successor exchange.

"Relevant Exchange Rate" means the reference exchange rate for the conversion of the relevant currency into the Settlement Currency (or, if no such direct exchange rates are published, the effective

4 rate resulting from the application of rates into and out of one or more intermediate currencies) as the Issuer may determine to be the prevailing spot rate for such exchange.

"Settlement Currency" is as defined in the relevant Pricing Supplement.

"Share" means each share specified in the relevant Pricing Supplement.

"Share Basket Certificate" means a Certificate relating to a basket of specified Shares.

"Share Issuer" is as defined in the relevant Pricing Supplement.

"Share Price" means on any day, the price of the relevant Share quoted on the relevant Exchange as determined by the Issuer as at the Valuation Time on such day.

"Share Certificate" means a Certificate relating to one or more Shares of a single Share Issuer.

"Strike Price" is as defined in the relevant Pricing Supplement.

"Target Company" is as defined in Product Term 4 (b).

"TARGET Settlement Day" means a day on which the TARGET System is operating, where "TARGET" means Trans-European Automated Real-Time Gross Settlement Express Transfer.

"Valid Date" is as defined in Product Term 3(b).

"Valuation Date", in the case of Certificates to which Certificateholder Early Redemption is specified to be applicable, means, in respect of a Share, either (a) subject as provided in Product Term 3, (i) the Verification Date (provided that if that Share is specified in the relevant Pricing Supplement as an Asian Share it shall be the next following day that is an Exchange Business Day for that Share) or (ii) if the Certificateholder Early Redemption Notification Date is the Maturity Date, the Maturity Date provided that, in each such case, if that day is not an Exchange Business Day for that Share, it shall be the next following day that is an Exchange Business Day for that Share, or (b) if "Exchange-traded Price Valuation" is specified in the relevant Pricing Supplement for that Share and the Certificateholder Early Redemption Notification Date in respect of the relevant Certificate is the Maturity Date, the Valuation Date shall be the Maturity Date provided that the Official Settlement Price is published on that day (irrespective of whether there is a Market Disruption Event on that day), failing any of which the Valuation Date shall be determined as provided in (a) above.

"Valuation Date", in the case of Certificates to which Certificateholder Early Redemption is specified to be not applicable, means, in respect of a Share, either (a) subject as provided in Product Term 3, either the Maturity Date or, if that day is not an Exchange Business Day for that Share, the next following day that is an Exchange Business Day for that Share, or (b) if "Exchange-traded Price Valuation" is specified in the relevant Pricing Supplement for that Share, the Valuation Date shall be the Maturity Date provided that the Official Settlement Price is published on that day (irrespective of whether there is a Market Disruption Event on that day) failing which the Valuation Date shall be determined as provided in (a) above.

"Valuation Time" means, in respect of a Share, the time specified as such in the relevant Pricing Supplement or, if no such time is specified the close of trading on the relevant Exchange in relation to that Share or in either such case, such other time as the Issuer may select in its absolute discretion and notify to Certificateholders in accordance with General Condition 8.

5 different, London or if such notification is received after 1.00 p.m. (CET) on such day, the Verification Date shall be the next Banking Day in the city of the Principal Certificate Agent and, if different, London.

Terms defined in the Programme Memorandum and/or the relevant Pricing Supplement have the same meaning in this Product Memorandum.

2 Redemption and Payment

The Issuer will pay or cause to be paid on the Redemption Date the Redemption Amount in respect of the Certificates and if so specified in the relevant Pricing Supplement the Issuer will pay or cause to be paid on the Interim Payment Date(s) the relevant Interim Payment, in each case in the Settlement Currency to each relevant Central Clearance System for value on the Redemption Date or the relevant Interim Payment Date, as the case may be, for credit to the Certificateholder's account in the relevant Clearance System. Payments will be made subject to any applicable fiscal or other laws or regulations.

3 Market Disruption Events

Unless Initial Averaging Dates or Averaging Dates are specified as applicable to the Initial Setting Date or the Valuation Date in the relevant Pricing Supplement, the following provisions will apply to the Initial Setting Date or the Valuation Date (as the case may be) and these provisions shall in any case apply to Interim Valuation Dates:

If the Issuer determines that on any Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be, there is a Market Disruption Event in respect of a Share, then the Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be, in respect of that Share will be the first succeeding Exchange Business Day on which there is no Market Disruption Event in respect of that Share, unless there is a Market Disruption Event in respect of that Share on each of the five Exchange Business Days immediately following the original date that, but for the Market Disruption Event in respect of that Share, would have been the Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be. In that case, (i) that fifth Exchange Business Day will be deemed to be the Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be, in respect of that Share, notwithstanding the Market Disruption Event, and (ii) the Issuer shall determine the price of one such Share as its good faith estimate of the price of one such Share that would have prevailed, but for the occurrence of the Market Disruption Event at the Valuation Time on that fifth Exchange Business Day.

If Initial Averaging Dates or Averaging Dates are specified as applicable in the relevant Pricing Supplement, then the following provisions will apply in relation thereto: If the Issuer determines that on an Initial Averaging Date or Averaging Date there is a Market Disruption Event in respect of a Share and if, under "Initial Averaging Date Market Disruption" or "Averaging Date Market Disruption" in the relevant Pricing Supplement, the consequence specified is:

6 (i) "Omission", then such Initial Averaging Date or Averaging Date will be deemed not to be a relevant Initial Averaging Date or Averaging Date for the purposes of determining the relevant Redemption Amount and/or the relevant Interim Payment, as the case may be, provided that, if through the operation of this provision there would not be an Initial Averaging Date or Averaging Date, as the case may be, then Product Term 3(a) will apply mutatis mutandis for the purposes of determining the relevant price or amount on the final Initial Averaging Date or final Averaging Date, as the case may be;

(ii) "Postponement", then Product Term 3(a) will apply mufatis mutandis for purposes of determining the relevant price or amount on that Initial Averaging Date or Averaging Date irrespective of whether, pursuant to such determination, that deferred Initial Averaging Date or Averaging Date would fall on a day that already is or is deemed to be an Initial Averaging Date or Averaging Date; or

(iii) "Modified Postponement", then the Initial Averaging Date or Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the fifth Exchange Business Day immediately following the original date that, but for the occurrence of another Initial Averaging Date or Averaging Date or Market Disruption Event, would have been the final Initial Averaging Date or final Averaging Date, as the case may be, then (A) that fifth Exchange Business Day shall be deemed the Initial Averaging Date or Averaging Date (irrespective of whether that fifth Exchange Business Day is already an Initial Averaging Date or Averaging Date), and (6) the Issuer shall determine the relevant price for that Initial Averaging Date or Averaging Date with its good faith estimate of the Exchange traded price for the relevant Share that would have prevailed but for that Market Disruption Event as of the Valuation Time on that fifth Exchange Business Day.

"Valid Date" means an Exchange Business Day on which there is no Market Disruption Event and on which another Initial Averaging Date or Averaging Date does not or is not deemed to occur.

4 Adjustments

(a) Adjustments

Following the declaration by any Share Issuer of a Potential Adjustment Event (as defined below) or following any adjustment to the settlement terms of listed contracts on the relevant Shares traded on a Related Exchange, the Issuer will determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the relevant Shares and, if so, will (i) make the corresponding adjustment, if any, to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or any other relevant terms as the Issuer determines, in its absolute discretion, appropriate to account for that diluting or concentrative effect and (ii) determine the effective date($ of the adjustment($). In that case, such adjustments shall be deemed to be so made from such date(s).

The Issuer may (but need not) in its absolute discretion determine the appropriate adjustments by reference to the adjustment(s) in respect of such Potential Adjustment Event made by any Related Exchange to listed contracts on the relevant Shares traded on such Related Exchange.

For the purposes hereof:

7 "Potential Adjustment Event" means with respect to any Share Issuer:

a subdivision, consolidation or reclassification of Shares (unless a Merger Event), or a free distribution or dividend of any Shares to existing holders by way of bonus, capitalisation or similar issue;

a distribution or dividend to existing holders of Shares of (1) Shares or (2) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of such Share Issuer equally or proportionately with such payments to holders of such Shares, or (3) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other) at less than the prevailing market price as determined by the Issuer:

an extraordinary cash dividend;

a call by it in respect of Shares that are not fully paid;

a repurchase by it of its Shares whether out of profits or capital and whether the consideration for such repurchase is cash, new shares, securities or otherwise; or

any other similar event (other than a Merger Event) that may have a diluting or concentrating effect on the theoretical value of Shares.

(b) Merger Events

Upon each Merger Event with respect to a Share Issuer (the "Target Company"): (9 if the consideration for the Shares of the Target Company consists (or at the option of the holder of the Shares, may consist) solely of shares (the "New Shares"), (A) in the case of a Share Certificate, references to a Share shall be replaced by references to the number of New Shares to which a holder of a Share would be entitled upon consummation of the Merger Event and the New Shares and their issuer will be deemed the "Shares" and the "Share Issuer", respectively, and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate, or (B) in the case of a Share Basket Certificate, the Basket will be adjusted to include the number of New Shares to which a holder of the number of Shares equal to the number of the Shares comprised in the Basket immediately prior to the occurrence of the Merger Event would be entitled upon consummation of the Merger Event and the New Shares and their issuer will be deemed "Shares" and a "Share Issuer", respectively and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate; (id if the consideration for the Shares of the Target Company consists solely of cash or any other securities (other than New Shares) or other assets (whether of the offeror or a third party) (''Other Consideration"), (A) in the case of a Share Certificate, references to a Share shall be replaced by references to the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of a Share would be

8 entitled upon consummation of the Merger Event, and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate, or (B) in the case of a Share Basket Certificate, the Basket will be adjusted to include, in lieu of the relevant Shares (in addition to the other Shares comprised in the Basket) the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the number of Shares equal to the number of the Shares comprised in the Basket immediately prior to the occurrence of the Merger Event would be entitled upon consummation of the Merger Event, and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate; or

(iig if the consideration for the Shares of the Target Company consists of both (x) New Shares and (y) Other Consideration, (A) in the case of a Share Certificate, references to a Share shall be replaced by references to the number of New Shares and the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of a Share would be entitled upon consummation of the Merger Event and the New Shares and their issuer will be deemed the "Shares" and the "Share Issuer", respectively and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate, or (6)in the case of a Share Basket Certificate, then, the Basket will be adjusted to include, in lieu of the relevant Shares (in addition to the other Shares comprised in the Basket) the number of New Shares and the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the number of Shares equal to the number of the Shares comprised in the Basket immediately prior to the occurrence of the Merger Event would be entitled upon consummation of the Merger Event and the New Shares and their issuer will be deemed "Shares" and a "Share Issuer", respectively and, if necessary, the Issuer will make the corresponding adjustment to the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or to any other relevant terms in such manner as it may determine, in its absolute discretion, to be appropriate; or, in any such event, the Issuer may, in its absolute discretion, terminate the Certificates and pay to the relevant Clearance System for credit to the relevant Certificateholder's account, in respect of each Certificate. an amount in the Settlement Currency determined by the Issuer as representing the fair market value of such Certificate. Notice of such termination shall be given to the Certificateholders in accordance with General Condition 8.

The Issuer may (but need not) in its absolute discretion determine the appropriate adjustments by reference to the adjustment(s) in respect of such Merger Events made by any Related Exchange to listed contracts on the relevant Shares traded on such Related Exchange.

9 (c) The following provisions will apph if Exchange-traded Price Valuation is specified as applicable in the relevant Pricing Supplement: 0) Adjustments of the Exchange-traded Contract or the Official Settlement Price If the terms of the Exchange-tradedContract are changed by the relevant exchange, the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, and/or any other relevant terms of the Certificates shall be adjusted in such manner as the Issuer may determine, in its absolute discretion, to be appropriate in order to preserve the economic equivalent effect of the Certificates. Subject thereto, the Issuer shall ignore, for purposes of determining the Redemption Amount and/or the relevant Interim Payment, as the case may be, adjustments made by the relevant exchange to the method of calculation of the Official Settlement Price (including, without limitation, the timing of the valuation of prices of securities). None of the Issuer or the Certificate Agents shall have any responsibility in respect of any error or omission or subsequent corrections made in the calculation or publication of an Official Settlement Price, whether caused by negligence or otherwise;

(id Non-Commencement or Discontinuance of the Exchange-traded Contract If there is no Official Settlement Price as a result of the fact that trading in the Exchange-traded Contract never commences or is permanently discontinued at any time on or prior to the Valuation Date, the Official Settlement Price shall be calculated by the Issuer by reference to the price of the relevant Share at the Valuation Time on the relevant Exchange on the Valuation Date, subject as provided in Product Term 3(a).

(d) Nationalisation or Delisting

If at any time all the Shares of a Share Issuer or all the assets or substantially all the assets of such Share Issuer are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority or entity or if such Shares are no longer listed on an Exchange acceptable to the Issuer, the Issuer shall terminate the Certificates and pay to the relevant Clearance System for credit to the relevant Certificateholder's account, in respect of each Certificate, an amount in the Settlement Currency determined by the Issuer as representing the fair market value of such Certificate. Notice of such termination shall be given to the Certificateholders in accordance with the Conditions.

(e) Liquidation

If at any time, by reason of the voluntary or involuntary liquidation, winding-up, dissolution, bankruptcy or insolvency or analogous proceeding affecting a Share Issuer (i) all the Shares of such Share Issuer are required to be transferred to any trustee, liquidator or other similar official or (ii) holders of the Shares of such Share Issuer become legally prohibited from transferring them, (A) in the case of a Share Basket Certificate, the Share Price of the Shares relating to such Share Issuer shall immediately be deemed to be zero or (B) in the case of Share Certificates, the Certificates shall become void for all purposes.

(f) Notification of adjustments

The Issuer shall notify each of the Certificate Agents and each Stock Exchange on which the Certificates are listed of any adjustment made pursuant to this Product Term 4 and shall procure that such adjustments are made available to Certificateholders at the specified offices of the Certificate

10 .- . Agents and, if so required by the rules of the stock exchange($ on which the Certificates are listed or the relevant competent authority, that notice of such adjustments are notified to Certificateholders as required by the relevant stock exchange or competent authority.

(g) Change of Exchange

If the Exchange is changed as provided in Product Term 1, the Issuer may make such consequential modifications to the Strike Price, Settlement Currency, Valuation Time, Interim Payments and such other provisions of the Conditions as it may determine. Any such modification will be promptly notified to the Certificateholders in accordance with the Conditions.

11 PRO FORMA PRICING SUPPLEMENTS

(PRO FORMA PRICING SUPPLEMENT Share Certificates]

Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 25001 99

This Pricing Supplement is supplemental to the Programme Memorandum from time to time relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to specified Shares ("Certificates" andlor "Share Certificates").

[UP to1 [-I Share Certificates

Issue Price: [PRICE FOR EACH SERIEWTRANCHE]

Pricing Supplement dated [m, 01

12 ...... This Pricing Supplement is supplemental to, and should be read and construed in conjunction with, the Programme Memorandum (from time to time), the product supplement dated 7" August, 2002 in respect of Share Certificates and Share Basket Certificates (the "Product Supplement"), [the relevant Local Supplement(s) delete if not applicable; specify if applicable] and all other documents which are incorporated by reference therein.

Terms defined in the Programme Memorandum and/or the relevant Product Supplement have the same meaning in this Pricing Supplement.

[References to [CURRENCY SYMBOL] are to [SPECIFY CURRENCfl.11

Delete if the relevant currency is referenced in General Condition 14

13 INVESTMENT CONS I DERATIONS

Prospective purchasers of Certificates should also read the %?vestmentConsiderations" set out in the Programme Memorandum. Certificates involve complex risks which include equity market risks and may include interest rate, foreign exchange and/or political risks.

Before buying Certificates, investors should carefully consider, among other things, (i) the trading price of the Certificates, (ii) the value and volatility of the Shares, (iii) the probable range of Redemption Amounts, (iv) any change(s) in interim interest rates and dividend yields, (v) any change(s) in currency exchange rates, (vi) the depth of the market or liquidity of the Shares and (vii) any related transaction costs.

The only way in which a holder can realise value from a Certificate prior to the Redemption Date in relation to such Certificate is to sell it at its then market price in an available secondary market. See "Possible Illiquidity of the Certificates in the Secondary Market" in the "Investment Considerations" in the Programme Memorandum.

Fluctuations in the value of the Shares will affect the value of the Certificates. Investment in Certificates has the same potential for gain or loss as a comparable direct investment in the underlying Shares.

[INSERT OTHER CONSIDERATIONS SPECIFIC TO ISSUE]

14 TERMS OF THE CERTIFICATES

Except as set out below, the Certificates will be subject to the General Conditions set out in the Programme Memorandum, the Product Terms set out in the Product Supplement and also to the following Pricing Supplement Terms:

N/A means an item is not applicable at the date of this Pricing Supplement, sutject to amendment as provided in the Conditions. Italics in the left column denote a brief explanation of the Pricing Supplement Terms. Words in italics do not form any part of the Pricing Supplement Terms.

Title:

Number of Certificates: [Up to1 '[ I Type of Certificates: [Ca II/ OTHERl

Maturity Date: [e][, or such other earlier date [after (Date on which, subject to the Conditions, the Valuation [spec@ datellwithin the Issuer Early Date will fall ) Redemption Period]' as the Issuer may select, upon giving no less than [ ] [daysl/monthsl/yearsl] prior notice pursuant to general Condition 8. ["Issuer Early Redemption Period" means [specify month[sn in each year after [speciQ date]l1.]2 Minimum Transferable Number: [*I (Minimum number of Certificates which can be transferred) Issue Date: 1.1 Issue Price: [ ] per [QUANTITY] Certificate[sl

Shares: [ ] (as quoted in [CURR€/VCv]) (The Shares to which the Certificates relate) Each [*I Certificate($ relate(s) to [*I Shares Share Issuer: [=I (The issuer of the Shares)

IO Exchange: [ ] [Specify the Exchange relating (The stock exchange on which the Shares are listed.) to the Shares]

11 Related Exchange(s): [*I (Used, inter alia, for the purposes of Market Disruption Event see Product Term 3 and for the purposes of the definition of Exchange Business Day)

12 Valuation Time: [*I . .. . . -. -. -I ..

1 Delete as appropriate Insert if early redemption by the Issuer is applicable

IS (The time at which the Share Price or Exchange-traded Contract‘s price is determined, by reference to which, inter alia, the Redemption Amount and/or the relevant Interim Payment, as the case may be, will be determined. If nothing is specified it defaults to close of trading or the time by reference to which the Official Settlement Price is determined, as the case may be)

13 Interim Payment(s): Interim Payment(s) in respect of [*I (Payable by the Issuer on the Interim Payment Date(s)) Certificates will be payable in accordance with the following

provisions: [e] (set out relevant provisions]

14 Interim Payment Date(s): [e], provided that if any such day is (Date($ on which the Interim Payment(s) will be paid) not a Currency Business Day, it shall be the next Currency Business Day.

15 Interim Valuation Date(s): [e] [SpeciQ the dates] (The Interim Payment is determined by reference to Share Prices on these dates)

16 Settlement Price: [The Share Price on the Valuation Date/the Official Settlement Price on the Valuation Date or, if no Official Settlement Price is published on that date, the Share Price on the Valuation Date shall be substituted for such Official Settlement Pricell /The arithmetical average (rounded down to the nearest smallest transferable unit of the relevant currency) of the Share Prices on each of the Averaging DatedOTHEM’ 17 Redemption Amount:

(Payable by the Issuer on the Redemption Date) The Redemption Amount in respect of [-] Certificate($ will be [the greater of [.I andI2 [If Call Certificates the Settlement Price in respect of [one Share] less the Strike Price in respect [of one Share]]/[lf Put Cerfificates the Strike Price in respect of [one Share] less the Settlement Price in respect of

1 Delete as appropriate ’ insert where a minimum redemption amount is required

16 [one Share111 [Set out other formula and related definitions for calculating the Redemption Amount] [Set out other formula if the Redemption Amount, in the case of Certificate Early Redemption, is different] 18 Settlement Currency: [In the case of the Redemption (The currency in which the Redemption Amount and Amount]’ [ 1 Interim Payment(s) will be paid) [In the case of the Interim

Payment($ [e]]’ 19 Additional Business Day Centres: [Not Applicable/SPEC/fY]1 (For purposes of the definition of Currency Business Day, contained in the Product Supplement)

20 Redemption Date: [3/0THER]I Currency Business (Date on which the Redemption Amount will be paid) Days following the Valuation Date

21 Exchange-traded Price Valuation: [Applicable/Not Applicable]l (If Exchange-traded Price Valuation is applicable, the Redemption Amount will be calculated by reference to the Exchange-traded Contract, subject to the Conditions)

Exchange-traded Contract: [Option/Futures]’ (A) Share: [*I (B) Delivery month: [.I (C) Exchange on which it is traded: [.I [delete if Exchange-traded Price Valuation is not applicable] 22 Additional or other Certificate Agent(s) and specified [.I office(s) in addition to the Principal Certificate Agent and the Certificate Agent in Luxembourg:

23 Stock Exchange(s) to which application will initially be [LuxembourglOTHER]l made to list the Certificates: (Applications may subsequently be made to other stock exchange(s))

1 Delete as appropriate

17 24 Entities (other than stock exchanges) to which [BAWe/OTHER]1 application for listing and/or approval of the Certificates will be made:

Stock Exchange segments to which application for [Frankfurt Freiverkehrl trading will be made: Stuttgart Freiverkehr/OTH€R]'

25 National Clearance System(s): Name of Code of (The Clearance System(s) selected in addition to the National National Central Clearance Systems) Clearance Clearance System System [.I [=I

26 Common Code: [=I

27 ISIN: [*I 28 WKN: [.I 29 Additional definition of "Certificateholder": [*I (For the purposes of General Condition 1 (b) in the case of National Clearance Systems)

30 Additional provisions relating to transfer: 1.1 (For the purposes of General Condition 1 (c) in the case of National Clearance Systems)

31 Names of Dealers/Selling Agents: [=I

32 Gross Proceeds of the Issue of the Certificates: [*I 33 Certificateholder Early Redemption: [Applicable/Not Applicablell

34 Certificateholder Early Redemption Notification Date: [The day that is [ ] Exchange Business Days prior to a Certificateholder Early Redemption Reference Date/Not applicable] 35 Certificateholder Early Redemption Reference Date: [spec/& dates/Not applicablell

36 Additional Provisions: [*I

Delete as appropriate

18 ADDITIONAL S E LLI NG RESTR lCTl ON S

[If applicable]

(Insert applicable specific selling restrictions for the Netherlands]

[ADDITIONAL TAXATION PROVl SON SI

[If Interim Payments are linked to a fixed or floating interest rate insert applicable German taxation disclosure, supplemental to that set out in the Programme Memorandum]. GENERAL DESCRIPTION OF THE SHARE ISSUER

[COMPANY NAME]

General Information

[COMPANY NAME] (the "Company") was incorporated under [COUNTR!'I law. The registered office and the principal administrative office of the Company is at [ADDRESS]. The Company's primary business is [ONE SENTENCE BUSINESS DESCRIPTION].

The Shares

The shares to which the Certificates relate are the [ordinary/OTHEfl shares of the Company which are listed on the [NAME] Stock Exchange (the "Shares").

Share Price Information

The table below shows the range of closing prices in [CURRENCY] for the Shares on the [NAME] Stock Exchange for each of the last three years and for the most recent six months:

High Low

[Year] ...... [Year] ...... [Year] ......

[INSERT MOST RECENT 6 MONTHS ELAPSED] High Low

[Month] ...... [Month] ...... [Month]...... [Month]...... [Month] ...... [Month]...... Source: [Bloomberg]

The closing price of the Shares on [LATEST PRACTICABLE DATEj was [AMOUNT].

20 Dividends

The table below sets out the value of cash dividends paid on the Shares for each of the last three years indicated:

Currency [*I ...... [ -1 ...... [ *] ...... Source: [Bloomberg]

21 RESPONSI BILlTY

The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Programme Memorandum, the Product Supplement and the relevant Local Supplement(s), if any, contains all information that is material in the context of the issue of the Certificates. The information relating to the Shares and the Share Issuer has been extracted from publicly available sources. Such information has not been independently verified by the Issuer. However, the Issuer accepts responsibility for the correct reproduction of such information. The delivery of this Pricing Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

Signed on behalf of the Issuer:

By:

Duly authorised signatory

22 [PRO FORMA PRICING SUPPLEMENT Share Basket Certificates]

Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 25001 99

This Pricing Supplement is supplemental to the Programme Memorandum from time to time relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to a basket of specified Shares ("Certificates" and/or "Share Basket Certificates").

[up to1 [=]Share Basket Certificates

Issue Price: [PRICE FOR EACH SERIES/TRANCHE]

Pricing Supplement dated [e, 01

23 This Pricing Supplement is supplemental to, and should be read and construed in conjunction with, the Programme Memorandum (from time to time), the product supplement dated 7th August, 2002 in respect of Share Certificates and Share Basket Certificates (the "Product Supplement"), [the relevant Local Supplement(s) delete if not applicable; specify if applicable] and all other documents which are incorporated by reference therein.

Terms defined in the Programme Memorandum and/or the relevant Product Supplement have the same meaning in this Pricing Supplement.

[References to [CURRENCY SYMBOL] are to [SPECIFY CURRENC)3.]1

' Delete if the relevant currency is referenced in General Condition 14.

24 INVESTMENT CONS I DERATIONS

Prospective purchasers of Certificates should also read the "Investment Considerations" set out in the Programme Memorandum.

Certificates involve complex risks which include equity market risks and may include interest rate, foreign exchange andlor political risks.

Before buying Certificates, investors should carefully consider, among other things, (i) the trading price of the Certificates, (ii) the value and volatility of the Shares, (iii) the probable range of Redemption Amounts, (iv) any change($ in interim interest rates and dividend yields, (v) any change(s) in currency exchange rates, (vi) the depth of the market or liquidity of the Shares and (vii) any related transaction costs.

[INSERT OTHER CONSIDERATIONS SPECIFIC TO ISSUE]

25 TERMS OF THE CERTIFICATES

N/A means an item is not applicable at the date of this Pricing Supplement, subject to amendment as provided in the Conditions. Italics in the left column denote a brief explanation of the Pricing Supplement Terms. Words in italics do not form any part of the Pricing Supplement Terms.

Title: [*I

Number of Certificates: [Up toll [ 1 Type of Certificates: [Call/OTH€RJ’

Maturity Date: [ 0 ] [, or such other earlier date [after (Date on which, subject to the Conditions, the Valuation [spec@ datellwithin the Issuer Early Date will fall) Redemption Period]’ as the Issuer may select, upon giving no less than [ I [daysl/monthsl/years’] prior notice pursuant to General Condition 8. [“Issuer Early Redemption Period” means [sppeciv month[sJ in each year after [sppeciv date]]. ’12

5 Minimum Transferable Number: (Minimum number of Certificates which can be transferred)

6 Issue Date: 1.1

7 Issue Price: [ ] per [QUANTITY] Certificate[s] 8 Basket:

Share Number of ISlN Related Issuer Shares Number Exchange Exchange(s) [=I 1.1 [=I [*I [*I 1.1

Each [ 0 ] Certificate(s) relate(s) to [onelOTHER] [Specify the Exchanges and Basket(s) Related Exchange(s) relating to the Shares]

Delete as appropriate 2lnset-t if early redemption by the Issuer is applicable

26 (The basket of Shares are the securities to which the Certificates relate.

Exchanges are the stock exchanges on which the shares are listed.

Related Exchanges are used, inter alia, for the purposes of Market Disruption Event, see Product Term 3 and for the purposes of the definition of Exchange Business Day.)

9 Valuation Time: (The time at which the price of each of the relevant Shares is determined, by reference to which, inter alia, the Redemption Amount and/or the relevant Interim Payment, as the case may be, will be determined. If nothing is specified, it defaults to close of trading)

10 Interim Payment(s): Interim Payment($ in respect of [=I (Payable by the Issuer on the Interim Payment Date(s)) Certificate(s) will be payable in accordance with the following provisions: [=I [set out relevant provisions] 11 Interim Payment Date($: [*I, provided that if any such day is not a (Date(5) on which the Interim Payment(s) will be paid) Currency Business Day, it shall be the next Currency Business Day. 12 Interim Valuation Date(s): [*I [Specip the dates] (The Interim Payment is determined by reference to the Share Prices on these dates)

13 Settlement Price: [The arithmetical average (rounded down to the nearest smallest transferable unit of the relevant currency) of the Share Prices of the Shares in the Basket on the Valuation Date/The arithmetical average (rounded down to the nearest smallest transferable unit of the relevant currency) of the arithmetical average (rounded down to the nearest two decimal places) of the Share Prices of the Shares in the Basket on each of the Averaging DateslOTHERI’ 14 Redemption Amount: The Redemption Amount in respect of [*I (Payable by the Issuer on the Redemption Rate) Certificate(s) will be [the greater of [=I

I Delete as appropriate

27 (Payable by the Issuer on the Redemption Date) and]l[/f Call Certificates the Settlement Price less the Strike Price]l[lf Put Certificates the Strike Price less the Settlement Price]’ [Set out other formula and related definitions for calculating the Redemption Amount] [Set out other formula if the Redemption Amount, in the case of Certificate Early Redemption, is different] 15 Settlement Currency: [In the case of the Redemption Amount]’ (The currency in which the Redemption Amount and [*I Interim Payment(s) will be paid) [In the case of the Interim Payment(s) [*]I’ 16 Additional Business Day Centres: [Not Applica blelSPfCIFY] (For purposes of the definition of Currency Business Day contained in the Product Supplement)

17 Redemption Date: [3/OTHEf12Currency Business Days following the Valuation Date (or, if there (Date on which the Redemption Amount will be paid) is more than one Valuation Date, the last such Valuation Date). 18 Additional or other Certificate Agent(s) and specified [*I office(s), in addition to the Principal Certificate Agent and the Certificate Agent in Luxembourg:

19 Stock Exchange(s) to which application will initially be [Luxembourg/ OTHER] made to list the Certificates: (Applications may subsequently be made to other stock exchange(s))

20 Entities (other than stock exchanges) to which [BAWelOTHERJl application for listing and/or approval of the Certificates will be made:

Stock Exchange SegmentS to which appliCatlOn for [Frankfurt Freiverkehr/ trading will be made: Stuttgart FreiverkehrlOTHEfll

21 National Clearance System(s): Name of Code of National (The Clearance System($) selected in addition to the National Clearance System Central Clearance Systems) Clearance System [*I [*I

Insert where a minimum redemption amount is required Delete as appropriate

28 22 Common Code:

23 ISIN:

24 WKN:

25 Additional definition of "Certificateholder": (For the purposes of General Condition 1(b) in the case of National Clearance Systems)

26 Additional provisions relating to transfer: (For the purposes of General Condition 1(c) in the case of National Clearance Systems)

27 Names of Dealers/Selling Agents: 1.1 28 Gross Proceeds of the issue of the Certificates: 1.1 29 Certificateholder Early Redemption: [Applicable/Not Applicablell 30 Certificateholder Early Redemption Notification Date: [The day that is [ ] Exchange Business Days prior to a Certificateholder Early Redemption Reference Date/Not Applicable]

31 Certificateholder Early Redemption Reference Date: [specify dated Not Applicable] 32 Additional Provisions: [*I

ADDITIONAL S E LLI NG RESTR lCTl ON S

[If applicable]

[Insert applicable specific selling restrictions for the Netherlands]

[ADDITIONAL TAXATION PROVISIONS]

[If Interim Payments are linked to a fixed or floating interest rate insert applicable German taxation disclosure, supplemental to that set out in the Programme Memorandum]

1 Delete as appropriate

29 GENERAL DESCRIPTION OF EACH ISSUER OF SHARES COMPRISING THE BASKET

IF 6 OR FEWER COMPANIES IN THE BASKET (Use format below and delete wording in relation to a Basket of more than 6 Companies at the end of this Section)

[COMPANY NAME]

General Information

[COMPANY NAME] (the "Company") was incorporated under [COUNTRY] law. The registered office and the principal administrative office of the Company is at [ADDRESS]. The Company's primary business is [ONE SENTENCE BUSINESS DESCRIPTION].

The Shares

The shares to which the Certificates relate are the [ordinary/OTH€Rj shares of the Company which are listed on the [NAME] Stock Exchange (the "Shares").

Share Price Information

The table below shows the range of closing prices in [CURRENCY] for the Shares on the [NAME] Stock Exchange for each of the last three years and for the most recent six months:

High Low

[YEAR] ...... [YEAR] ...... [YEAR] ......

[INSERT MOST RECENT SIX MONTHS ELAPSED] High Low

[MONTH] ...... [MONTH] ...... [MONTH],...... [MONTH] ...... [MONTH]...... [MONTH] ...... Source: [Bloomberg]

The closing price of the Shares on [LATEST PRACTICABLE DATE] was [AMOUNT].

...... Dividends

The table below sets out the value of cash dividends paid on the Shares for each of the last three years indicated:

Currency

[YEAR] ...... [I [YEAR] ...... [I [YEAR] ...... [I Source: [Bloomberg]

[Value of Basket

The value of the Basket may be obtained from the Principal Certificate Agent11

' Insert in the case of Share Basket Certificates with Shares listed on different stock exchanges

31 IF MORE THAN 6 COMPANIES IN THE BASKET (delete text above relating to 6 Companies or fewer and use the format set out below)

Name: [ 1

Country of Incorporation: [ 1

Type of Share: [ordinaryIOTHER] Stock Exchange on which the Shares are listed: [ 1 [REPEAT FOR EACH COMPANY IN THE BASKET],

[Value of Basket

The value of the Basket may be obtained from the Principal Certificate Agent’]

Ilnsert in the case of Share Basket Certificates with Shares listed on different stock exchanges

32 RESPON S I B I LlTY

The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Programme Memorandum, the Product Supplement and the relevant Local Supplement(s), if any, contains all information that is material in the context of the issue of the Certificates. The information relating to any Shares and Share Issuers has been extracted from publicly available sources. Such information has not been independently verified by the Issuer. However, the Issuer accepts responsibility for the correct reproduction of such information. The delivery of this Pricing Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

Signed on behalf of the Issuer:

By:

Duly authorised signatory

33 Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 25001 99

Product Supplement for Index Certificates and Index Basket Certificates relating to the Certificate Programme

This Product Supplement is supplemental to the Programme Memorandum dated 7thAugust 2002, as amended, restated or supplemented from time to time (the "Programme Memorandum") relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to a specified Index ("Certificates" and/or "Index Certificates") and a basket of specified Indices ("Index Basket Certificates").

The attention of any prospective purchaser of Certificates is drawn to "Investment Considerations" in the Programme Memorandum. Any prospective purchaser should conduct its own investigation into the securities to which the Certificates are linked and, in deciding whether or not to purchase the Certificates, should form its own view of the merits of an investment related to the relevant Indices based upon such investigations and not solely in reliance upon any information given in the Programme Memorandum, this Product Supplement, the relevant Pricing Supplement and/or the relevant Local Supplement(s) (if any) (together, the "Issue Documentation").

The Issuer has taken all reasonable care to ensure that the information contained in this Product Supplement when taken together with the other Issue Documentation (with the exception of the information relating to the Indices) is true and accurate in all material respects and that, in the context of the issue of the Certificates, there are no other material facts the omission of which makes misleading any statement herein, whether of fact or opinion. The Issuer accepts responsibility accordingly. The information relating to the Indices has been extracted from publicly available sources. Such information has not been independently verified by the Issuer. However the Issuer accepts responsibility for the correct reproduction of such information. The Issuer shall not have any responsibility for any errors or omissions in the calculation and publication of any Index by the relevant Sponsor. The delivery of this Product Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

In connection with the issue and sale of the Certificates, no person is authorised to give any information or to make any representation not contained in the Issue Documentation, and neither the Issuer nor any Dealer or Selling Agent accepts responsibility for any information or representation so given that is not contained in the Issue Documentation. The Issue Documentation does not constitute an offer of Certificates, and may not be used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation. No action is being taken to permit an offering of the Certificates or the distribution of the Issue Documentation in any jurisdiction where any such action is required, except as specified in the relevant Pricing Supplement and/or Local Supplement(s) (if any).

1 TABLE OF CONTENTS

Page

PRODUCT TERMS OF INDEX CERTIFICATES AND INDEX BASKET CERTIFICATES ...... 3

INFORMATION RELATING TO THE CSFB TECHNOLOGY INDEXTM ...... 10

INFORMATION RELATING TO THE DAX@INDEX (DEUTSCHER AKTIENINDEX) ...... 11

INFORMATION RELATING TO THE DOW JONES EURO STOXX 50SM INDEX ...... 12

INFORMATION RELATING TO THE DOW JONES STOXX 50SMlNDEX...... 14

INFORMATION RELATING TO THE FTSE EUROTOP 100 INDEX ...... 16

INFORMATION RELATING TO THE FTSE 100 INDEX ...... 17

INFORMATION RELATING TO THE MIB 30 INDEX ...... 18

INFORMATION RELATING TO THE S&P 500 INDEX ...... 19

INFORMATION RELATING TO THE SMP INDEX ...... 21

PRO FORMA PRICING SUPPLEMENTS ...... 22

TERMS OF THE CERTIFICATES ...... 25

RECENT PERFORMANCE OF INDEX ...... 29

TERMS OF THE CERTIFICATES ...... 34

RECENT PERFORMANCE OF THE [ ] INDEX ...... 38

.. PRODUCT TERMS OF INDEX CERTIFICATES AND INDEX BASKET CERTIFICATES

The following are the product terms and conditions of the Certificates which subject to the General Conditions of the Certificates and the provisions of the relevant Pricing Supplement, will apply to Index Certificates and Index Basket Certificates.

1 Definitions

"Averaging Date" means, subject as provided in Product Term 4, in respect of the Valuation Date, in respect of an Index, each date specified or otherwise determined in respect of that Index as provided in the relevant Pricing Supplement (or, if any such date is not an Exchange Business Day in respect of the relevant Index, the next following such Exchange Business Day).

"Banking Day" means, in respect of any city, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in such city.

"Central Clearance System(s)" is as defined in the General Conditions.

"Certificateholder Early Redemption Notification Date" is as defined in the relevant Pricing Supplement.

"Clearance System(s)" is as defined in the General Conditions.

'Clearance System Business Day" means any day on which the relevant Clearance System is open for business.

"Currency Business Day" means a day which is a Banking Day in the Additional Business Day Centre(s), if any (as specified in the relevant Pricing Supplement), and on which (unless the Settlement Currency is euro) commercial banks and foreign exchange markets are generally open to settle payments in the city or cities determined by the Issuer to be the principal financial centre(s) for the Settlement Currency, and if the Settlement Currency is euro, which is also a TARGET Settlement Day.

"Exchange" means in respect of any securities comprised in an Index, the stock exchange($) (from time to time) on which, in the determination of the Sponsor for the purposes of that Index, such securities are listed.

"Exchange Business Day" means, in respect of each Index, any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on each Exchange and each Related Exchange, other than a day on which trading on any such Exchange or Related Exchange is scheduled to close prior to its regular weekday closing time.

"Exchange-traded Contract" means, in respect of an Index, the contract specified as such for that Index in the relevant Pricing Supplement.

"Index" means an Index (or if more than one, each Index) as specified in the relevant Pricing Supplement.

"Index Basket Certificate" means a Certificate relating to more than one specified Index.

"Index Level" means, on any relevant Exchange Business Day, the level of the relevant Index determined by the Issuer as at the relevant Valuation Time on such Exchange Business Day, as calculated and published by the relevant Sponsor, subject to the provisions of the relevant Pricing Supplement.

"Index Certificate" means a Certificate relating to a single specified Index.

"Initial Averaging Date" means, subject as provided in Product Term 4, in respect of the Initial Setting Date, in respect of an Index, each date specified or otherwise determined in respect of that Index as

3 provided in the relevant Pricing Supplement (or, if any such date is not an Exchange Business Day in respect of that Index. the next following such Exchange Business Day).

"Initial Setting Date" means, in respect of an Index, subject as provided in Product Term 4 the date so specified in the relevant Pricing Supplement (or, if that day is not an Exchange Business Day in respect of that Index. the next following such Exchange Business Day).

"Interim Payment(s)" is as defined in the relevant Pricing Supplement.

"Interim Payment Date(s)" is as defined in the relevant Pricing Supplement.

"Interim Valuation Date" means any date specified as such in the relevant Pricing Supplement or, if that day is not an Exchange Business Day for that Index, it shall be the next following day, that is an Exchange Business Day for that Index.

"Market Disruption Event" means, (a) in respect of an Index (other than the Nikkei 225 Stock Average Index), the occurrence or existence on any Exchange Business Day 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:

(9 the relevant Exchange(s) in securities that comprise 20 per cent. or more of the level of the relevant Index based on a comparison of (x) the portion of the level of the relevant Index attributable to each security in which trading is materially suspended or materially limited relative to (y) the overall level of the relevant Index, in each case immediately before that suspension or limitation; or

(ii) one or more of the relevant Related Exchange(s) in options contracts on the relevant Index; or

(iii) one or more of the relevant Related Exchange(s) in futures contracts on the relevant Index; if, in the determination of the Issuer, such suspension or limitation is material; or (b) in respect of the Nikkei 225 Stock Average Index, the occurrence or existence on any Exchange Business Day of any of the following:

(1) "Limit Up/Limit Down", being a limitation on or suspension of trading in Nikkei 225 Futures Contracts imposed by the Osaka Securities Exchange under Item 1(1)(5)(3) (or any successor of such item) of the specifications of such Futures Contracts; or

(ii) "Bid Only/Offer Only", being a suspension or limitation on trading in Nikkei 225 Futures Contracts imposed by the Osaka Securities Exchange as a result of any order imbalance; or

(iii) any disruptive event (including, without limitation, earthquake, flood, terrorist or military action, industrial action or systems failure, but excluding, for the avoidance of doubt but without prejudice to paragraphs (I) and (ii) above, limitations on or suspensions of trading imposed by the Osaka Securities Exchange or the Tokyo Stock Exchange in accordance with their respective published trading rules) which prevents trading in:

(A) Nikkei 225 Futures Contracts on the Osaka Securities Exchange; or

(B) stocks, generally, on the first section of the Tokyo Stock Exchange; if, in the determination of the Issuer, such event is material.

4 In this provision. "Nikkei 225 Futures Contracts" means, on any day, the closest two Nikkei 225 Futures Contracts to expiry.

For the avoidance of doubt, references in this provision to the Osaka Securities Exchange shall be applicable only until Nikkei 225 Futures Contracts cease permanently to be traded on such exchange and this provision shall be construed accordingly.

"Maturity Date" means the date so specified in the relevant Pricing Supplement.

"National Clearance System(s)" is as defined in the General Conditions.

"Redemption Amount" is as defined in the relevant Pricing Supplement.

"Redemption Date" is as defined in the relevant Pricing Supplement.

"Related Exchange(s)" means, in respect of an Index, the Related Exchange(s), if any, specified in the relevant Pricing Supplement, or such other options or futures exchange(s) as the Issuer may, in its absolute discretion, select and notify to Certificateholders in accordance with General Condition 8 or, in any such case, any transferee or successor exchange.

"Relevant Exchange Rate" means the reference exchange rate for the conversion of the relevant currency into the Settlement Currency (or, if no such direct exchange rates are published. the effective rate resulting from the application of rates into and out of one or more intermediate currencies) as the Issuer may determine to be the prevailing spot rate for such exchange.

"Settlement Currency" is as defined in the relevant Pricing Supplement.

"Sponsor" means, in relation to an Index, such person acceptable to the Issuer who calculates and publishes the Index or any agent or person acting on behalf of such person.

"Strike Price" is as defined in the relevant Pricing Supplement.

"TARGET Settlement Day" means a day on which the TARGET System is operating, where "TARGET" means Trans-European Automated Real-Time Gross Settlement Express Transfer.

"Valid Date" is as defined in Product Term 4(6).

"Valuation Date", in the case of Certificates to which Certificateholder Early Redemption is specified to be applicable, means, in respect of an Index, either (a) subject as provided in Product Term 4, (i) the Verification Date (provided that if that Index is specified in the relevant Pricing Supplement as an Asian Index, it shall be the next following day that is an Exchange Business Day for that Index) or (ii) if the Certificateholder Early Redemption Notification Date is the Maturity Date, the Maturity Date provided that, in each such case, if that day is not an Exchange Business Day for that Index, it shall be the next following day that is an Exchange Business Day for that Index, or (b) if "Exchange-traded Price Valuation" is specified in the relevant Pricing Supplement for that Index and the Certificateholder Early Redemption Notification Date in respect of the relevant Certificate is the Maturity Date, the Valuation Date shall be the Maturity Date provided that the Official Settlement Price is published on that day (irrespective of whether there is a Market Disruption Event on that day), failing any of which the Valuation Date shall be determined as provided in (a) above.

"Valuation Date", in the case of Certificates to which Certificateholder Early Redemption is specified to be not applicable, means, in respect of an Index, either (a) subject as provided in Product Term 4, either

5 the Maturity Date or, if that day is not an Exchange Business Day for that Index, the next following day that is an Exchange Business Day for that Index or (b) if "Exchange-traded Price Valuation" is specified in the relevant Pricing Supplement for that Index, the Valuation Date shall be the Maturity Date provided that the Official Settlement Price is published on that day (irrespective of whether there is a Market Disruption Event on that day), failing which the Valuation Date shall be determined as provided in (a) above.

"Valuation Time" means, in respect of an Index, the time specified as such in the relevant Pricing Supplement or, if no such time is specified, the time with reference to which the Sponsor calculates the closing level of such Index or in either such case, such other time as the Issuer may determine in its absolute discretion and notify to Certificateholders in accordance with General Condition 8.

"Verification Date" means the Certificateholder Early Redemption Notification Date or, if different, the day on which the Principal Certificate Agent receives the notification required by General Condition 9(d) provided that if such day is not a Banking Day in the city of the Principal Certificate Agent and, if different, London or if such notification is received after 1.OO p.m. (CET) on such day, the Verification Date shall be the next Banking Day in the city of the Principal Certificate Agent and, if different, London.

Terms defined in the Programme Memorandum and/or the relevant Pricing Supplement have the same meaning in this Product Memorandum.

2 Redemption and Payment

3 Modification or Discontinuation of an Index or Exchange-traded Contract

(a) If any Index is (i) not calculated and announced by its Sponsor but is calculated and announced by a successor sponsor acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of such Index, then such Index shall be deemed to be the index so calculated and announced by that successor sponsor or that successor index, as the case may be.

(b) The following provisions will not apply if "Exchange-traded Price Valuation" is specified as

applicable in the relevant Pricing Supplement, save in the circumstances set out in Product

Term 3 (c) (ii):

If, in the determination of the Issuer (i) on or before any Valuation Date, Initial Setting Date, Initial Averaging Date, Averaging Date or Interim Valuation Date the Sponsor makes a material change

6 in the formula for or the method of calculating an Index or in any other way materially modifies an Index (other than a modification prescribed in that formula or method to maintain an Index in the event of changes in constituent securities and capitalisation and other routine events) or (ii) on any Valuation Date, Initial Setting Date, Initial Averaging Date, Averaging Date or Interim Valuation Date the Sponsor fails to calculate and publish the Index Level, then the Issuer shall calculate the Redemption Amount and/or the relevant Interim Payment, as the case may be, using, in lieu of a published level for such Index, the level for such Index as at the relevant Valuation Time on the relevant Valuation Date, Initial Setting Date, Initial Averaging Date, Averaging Date or Interim Valuation Date as determined by the Issuer in accordance with the formula for and method of calculating such Index last in effect before that change or failure, but using only those securities that comprised such Index immediately before that change or failure (other than those securities that have since ceased to be listed on the relevant Exchange) and shall notify the Principal Certificate Agent and the Certificateholdersthereof (in accordance with General Condition 8). None of the Issuer or the Certificate Agents shall have any responsibility in respect of any error or omission or subsequent corrections made in the calculation or publication of an Index, whether caused by negligence or otherwise.

(c) The following provisions will appy if Exchange-traded Price Valuation is specified as applicable in the relevant Pricing Supplement:

(i) Adjustments of the Exchange-traded Contract or the Official Settlement Price If the terms of the Exchange-traded Contract are changed by the relevant exchange, the calculation of the Redemption Amount and/or the relevant Interim Payment, as the case may be, shall be adjusted in such manner as the Issuer may determine, in its absolute discretion, to be appropriate in order to preserve the equivalent economic effect of the Certificates. Subject thereto, the Issuer shall ignore, for purposes of determining the Redemption Amount and/or the relevant Interim Payment, as the case may be, adjustments made by the relevant exchange to the method of calculation of the Official Settlement Price (including, without limitation, the timing of the valuation of prices of securities). None of the Issuer or the Certificate Agents shall have any responsibility in respect of any error or omission or subsequent corrections made in the calculation or publication of an Official Settlement Price, whether caused by negligence or otherwise. If such an adjustment is made the Issuer shall notify the Principal Certificate Agent of such adjustment and the Issuer shall procure that such adjustment is made available to Certificateholders at the specified offices of the Certificate Agents.

(ii) Non- Commencement or Discontinuance of the Exchange-traded Contract If there is no Official Settlement Price as a result of the fact that trading in the Exchange-traded Contract never commences or is permanently discontinued at any time on or prior to the Valuation Date, the Official Settlement Price for a Valuation Date shall be deemed to be the level, as determined by the Issuer, of the relevant Index at the Valuation Time on the relevant Exchange on the Valuation Date, subject as provided in Product Term 4(a).

4 Market Disruption Events

(a) Unless Initial Averaging Dates or Averaging Dates are specified as applicable to the Initial Setting Date or the Valuation Date in the relevant Pricing Supplement, the following provisions

7 will appb to the Initial Setting Date or the Valuation Date (as the case may be) and these provisions shall in any case apply to Interim Valuation Dates:

If the Issuer determines that on any Initial Setting Date, Interim Valuation Date or Valuation Date there is a Market Disruption Event in respect of an Index, then the Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be, for such Index shall be the first succeeding Exchange Business Day in respect of such Index on which the Issuer determines that there is no Market Disruption Event, unless the Issuer determines that there is a Market Disruption Event on each of the five Exchange Business Days in respect of such Index immediately following the original date that, but for the determination by the Issuer of the occurrence of the Market Disruption Event, would have been such Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be. In that case, (i) that fifth Exchange Business Day shall be deemed to be the Initial Setting Date, Interim Valuation Date or Valuation Date, as the case may be, for such Index. notwithstanding the Market Disruption Event, and (ii) the Issuer shall determine the level of such Index as of the relevant Valuation Time on that fifth Exchange Business Day in accordance with (subject to the provisions of Product Term 3) the formula for and method of calculating such Index last in effect prior to the commencement of the Market Disruption Event using the Exchange-traded price on the relevant Exchange (or, if trading in the relevant security has been materially suspended or materially limited, its good faith estimate of the Exchange-traded price that would have prevailed but for the suspension or limitation) as of the relevant Valuation Time on that fifth Exchange Business Day of each security comprising such Index.

(b) If Initial Averaging Dates or Averaging Dates are specified as applicable in the relevant Pricing Supplement, the following provisions will appy in relation thereto:

If the Issuer determines that on an Initial Averaging Date or Averaging Date there is a Market Disruption Event in respect of an Index and, if under "Initial Averaging Date Market Disruption" or "Averaging Date Market Disruption" in the relevant Pricing Supplement the consequence specified is:

0) "Omission", then such Initial Averaging Date or Averaging Date will be deemed not to be a relevant Initial Averaging Date or Averaging Date for the purposes of determining the relevant Redemption Amount and/or the relevant Interim Payment, as the case may be, provided that, if through the operation of this provision there would not be an Initial Averaging Date or Averaging Date, as the case may be, then Product Term 4(a) will apply mutatis mutandis for the purposes of determining the relevant level on the final Initial Averaging Date or final Averaging Date, as the case may be;

(ii) "Postponement", then Product Term 4 (a) will apply mutatis mutandis for the purposes of determining the relevant level on that Initial Averaging Date or Averaging Date irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Initial Averaging Date or Averaging Date; or

8 shall be deemed the Initial Averaging Date or Averaging Date (irrespective of whether that fifth Exchange Business Day is already an Initial Averaging Date or Averaging Date), and (E) the Issuer shall determine the relevant level for that Initial Averaging Date or Averaging Date in accordance with Product Term 4(a).

"Valid Date" means an Exchange Business Day on which the Issuer determines that there is no Market Disruption Event and on which another Initial Averaging Date or Averaging Date does not or is not deemed to occur.

9 INFORMATION RELATING TO THE CSFB TECHNOLOGY lNDEXTM

General

The CSFB Technology IndexTM(the "Index") was created by, and is a trademark of Credit Suisse First Boston Corporation ("CSFB") and has been licensed for use by the American Stock Exchange ("AMEX"). The Index comprises 75 components and is designed to serve as a benchmark for the performance of technology companies. The Index is calculated and published by AMEX. The Index is available under Reuters RIC Code "CTN''. The Index divisor was initially determined to yield a benchmark value of 200.00 at the close of trading on 31st December, 1998.

Constituent Stocks

The 75 components of the Index include communications equipment, computer hardware, internet, semiconductor, technology services and software companies.

Calculation of the Index

The Index is calculated using a modified equal-dollar weighting methodology. The 25 largest capitalised components are given a higher weight in the Index. At the time of the annual Index rebalancing, each of the 25 largest components in the Index is assigned a weight of 2.4 per cent., and each of the remaining SO components in the Index is assigned a weight of 0.8 per cent.

Amendments to the Index

The Index is reviewed and updated annually and may be amended from time to time, all subject to the rules applicable from time to time to the Index.

Disclaimer on behalf of CSFB and AMEX

The Certificates are not in any way sponsored, endorsed or promoted by CSFB or AMEX. Neither CSFB nor AMEX has any obligation to take the needs of the Certificateholders into consideration in composing, determining or calculating the Index (or causing the Index to be calculated). In addition, neither CSFB nor AMEX makes any warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the Index and/or the level at which the Index stands at any particular time on any particular day or otherwise, and shall not be liable, whether in negligence or otherwise, to any person for any error in the Index or under any obligation to advise any person of any error therein. Neither CSFB nor AMEX guarantees the accuracy or completeness of the Index.

10 INFORMATION RELATING TO THE DAXWINDEX (DEUTSCHER AKTIENINDEX)

General

The DAX@index (Deutscher Aktienindex) (the "Index") is based on a concept of the Arbeitgemeinschaft der Deutschen Wertpapierborsen that was introduced in 1988 (with a base level of 1,000, being the 1987 year-end level). The Index is sponsored by Deutsche B6rse AG (the "Sponsor") and measures the performance of the 30 leading German companies listed on the Frankfurt Stock Exchange. It is designed to provide real-time information about the German equity market. The Index is available under Reuters RIC Code "GDAXI". DAX@and Xetra@are both registered trademarks of Deutsche Barse AG.

Constituent stocks

The constituent stocks are selected for their trading volume and their market capitalisation.

The weighting of each constituent stock is based upon the companies' capital listed on the Frankfurt Stock Exchange.

Calculation of the Index

On each trading day the level of the Index is calculated by the Sponsor every 15 seconds during Xetra@ (Deutsche Barse AG's electronic trading system) trading hours. The calculation of the Index is based on the Laspeyres formula.

Amendments to the Index

Adjustments may be made with reference to, inter alia, changes in capital, subscription rights and dividends. The Index is reviewed and updated annually and may be amended from time to time by the Sponsor, all subject to the rules applicable from time to time to the Index.

Disclaimer on behalf of the Sponsor

None of the Certificates is in any way sponsored, endorsed, sold or promoted by the Sponsor. The Sponsor has no obligation to take the needs of Certificateholders into consideration in composing, determining or calculating the Index (or causing the Index to be calculated). In addition, the Sponsor makes no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the Index and/or the level at which the Index stands at any particular time on any particular day or otherwise, and shall not be liable, whether in negligence or otherwise, to the Issuer and/or Certificateholders for any error in the Index or under any obligation to advise anyone of any error therein. INFORMATION RELATING TO THE DOW JONES EURO STOXX 50SM INDEX

General

The Dow Jones EURO STOXX 50sM index (the "Index"), the euro blue-chip index (a 50-stock index derived from the Dow Jones EURO STOXXSM index is published by STOXX Limited, a company founded by Deutsche Borse AG, Dow Jones and Co. Inc., Euronext Paris SA and SWX Swiss Exchange together.

The Index is owned by STOXX Limited, The name of the Index is a service mark of DOW JONES & COMPANY, INC. and has been licensed for use for certain purposes by the Issuer. The Index is available under Reuters RIC Code "STOXX50E".

The Index base date is 31st December, 1991. The base value of the Index for the base date is 1,000.

Constituent Stocks

The Index is a subset of 50 companies of the Dow Jones EURO STOXXsMindex.

Only companies listed on exchanges in countries participating in European Economic and Monetary Union are included in the Dow Jones EURO STOXXsMindex.

Calculation of the Index

The Index is capitalisation-weightedand is calculated on both price and total-return basis. It is calculated in euro and U.S. dollars and euro-denominated price indices are disseminated every 15 seconds.

Calculation of the Index is based on the Laspeyres formula.

The Index is computed on the basis of last prices and the latest available currency rates; either a traded price on various exchanges listed below or a currency rate movement will trigger the calculation of the Index after the opening trade of a component stock is received.

In the event of a suspension of the quotation of a component stock during the trading session, the last traded price is used for all subsequent computations. If a quotation of a component stock is suspended before the trading begins, the adjusted closing price from the previous day is taken for the calculation of the Index. If there is a stock exchange holiday in one or more countries, the last available stock prices from such exchange(s) and the last available currency rate will be used for the Index calculation.

Amendments to the Index

The composition of the Index is reviewed and updated annually and may be amended from time to time by the Sponsor all subject to the rules applicable from time to time to the Index.

Disclaimer of STOXX and DOW JONES

STOXX Limited ("STOXX") and DOW JONES & COMPANY, INC. ("Dow Jones") have no relationship to the Issuer, other than the licensing of the Index and the related trademarks for use in connection with the Certificates.

12 STOXX and Dow Jones do not:

- Sponsor, endorse, sell or promote the Certificates. - Recommend that any person invest in the Certificates or any other securities. - Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Certificates. - Have any responsibility or liability for the administration, management or marketing of the Certificates. - Consider the needs of the Certificates or the Certificateholders in determining, composing or calculating the Index or have any obligation to do so.

3TOXX and Dow Jones will not have any liability in connection with the Certificates. Specifically,

STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about: e The results to be obtained by the Certificate, the Certificateholders or any other person in connection with the use of the Index and the data included in the Index;

0 The accuracy or completeness of the Index and its data; The merchantability and the fitness for a particular purpose or use of the Index and its data; STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Index or its data; Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.

The licensing agreement between the Issuer and STOXX is solely for their benefit and not for :he benefit of the Certificateholders or any other third parties.

13 INFORMATION RELATING TO THE DOW JONES STOXX 50SMlNDEX

General

The Dow Jones STOXX 50SM index (the "Index"), the European blue-chip index (a 50-stock index derived from the Dow Jones STOXXSM(600) index) is published by STOXX Limited, a company founded by Deutsche Bbrse AG, Dow Jones, Euronext Paris SA and SWX Swiss Exchange together.

The Index is owned by STOXX Limited. "Dow Jones STOXX 50SM" is a service mark of STOXX Limited and has been licensed for use for certain purposes by the Issuer. The Index is available under Reuters RIC Code "STOXX 50".

The Index base date is 31st December, 1991, The base value of the Index for the base date is 1.000.

Constituent Stocks

The Index is a subset of 50 companies of the Dow Jones STOXXsM (600) index comprising companies listed on stock exchanges in Europe, including but not limited to companies listed on stock exchanges in countries participating in European Economic and Monetary Union.

Calculation of the Index

The Index is capitalisation-weighted and is calculated on both a price and total-return basis. It is calculated in euro and U.S. dollars and euro-denominated price indices are disseminated every 15 seconds.

Calculation of the Index is based on the Laspeyres formula.

The Index is computed on the basis of last prices and the latest available currency rates; either a traded price on various exchanges listed below or a currency rate will trigger the calculation of the Index after the opening trade of a component stock is received.

In the event of a suspension of the quotation during the trading session, the last traded price is used for all subsequent computations. If a quotation is suspended before the trading begins, the adjusted closing price from the previous day is taken for the calculation of the Index. If there is a stock exchange holiday in one or more countries, the last available stock prices from this exchange and the last available currency rate will be used for the Index calculation.

Amendments to the Index

The composition of the Index is reviewed and updated annually and may be amended from time to time by the Sponsor, all subject to the rules applicable from time to time to the Index.

Disclaimer of STOXX and DOW JONES

14 STOXX and Dow Jones do not:

- Sponsor, endorse, sell or promote the certificates. - Recommend that any person invest in the Certificates or any other securities. - Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Certificates. - Have any responsibility or liability for the administration, management or marketing of the Certificates. - Consider the needs of the Certificates or the Certificateholders in determining, composing or calculating the Index or have any obligation to do so.

STOXX and Dow Jones will not have any liability in connection with the Certificates. Specifically,

STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about:

0 The results to be obtained by the Certificate, the Certificateholders or any other person in connection with the use of the Index and the data included in the Index; The accuracy or completeness of the Index and its data;

0 The merchantability and the fitness for a particular purpose or use of the Index and its data; STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Index or its data; Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.

The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the Certificateholders or any other third parties.

15 INFORMATION RELATING TO THE FTSE EUROTOP 100 INDEX

General

The FTSE Eurotop 100 index (the "Index") is a pan-European index which is calculated and announced by FTSE International Limited (the "Sponsor") in conjunction with the Institute of Actuaries. The Index is available under Reuters RIC Code "FTEUI':

"FTSETM'',"FT-SE@" and "Footsie""' are trade marks of the London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence. "Eurotop", "Eurotop 100" and "El00" are registered trade marks of Euronext N.V. or its subsidiaries.

Constituent Stocks

The Index consists of the largest 100 companies by full market value that are listed on stock exchanges in certain European countries, subject to the rules from time to time applicable to the Index.

Calculation of the Index

The Index is calculated in euro in real time using trade prices of each constituent stock from the relevant European stock exchanges. The Index is published in euro and other currencies.

Amendments to the Index

The FTSE Equity Indices Committee reviews and updates the Index annually and may amend it from time to time, all subject to the rules applicable from time to time to the Index.

Disclaimer on behalf of the Sponsor, the London Stock Exchange plc, the Financial Times Limited and Euronext N.V. ("Euronext")

The Certificates are not in any way sponsored, endorsed, sold or promoted by the Sponsor, the London Stock Exchange plc. The Financial Times Limited or Euronext (together the "Owners"). The Owners make no warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Index and/or the figure at which the Index stands at any particular time on any particular day or otherwise. The Index is calculated by or on behalf of the Sponsor or Euronext. The Owners shall not be liable (whether in negligence or otherwise) to any person for any error in the Index and shall not be under any obligation to advise any person of any error therein.

16 INFORMATION RELATING TO THE FTSE 100 INDEX

General

The FTSE 100 index (the "Index") is a stock index calculated by FTSE International Limited ("FTSE International") and distributed by The Financial Times Limited (the "Financial Times") and the London Stock Exchange plc (the "London Stock Exchange") and is designed to measure the composite price performance of the shares of selected leading UK companies listed on the London Stock Exchange and to provide minute-by-minuteinformation about the UK equity market. The companies included in the Index are generally the largest 100 UK registered companies whose shares are listed on the London Stock Exchange, determined on the basis of market capitalisation (the total number of shares issued multiplied by the current market share price).

The Index was established on 3rd January, 1984, at a base value of 1,000.

The Index is available under Reuters RIC Code "FTSE".

"FTSETM","FT-SE"' and "Footsie@"are trade marks of the London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.

Constituent Stocks

The Index consists of the largest UK companies by full market value, subject to the rules from time to time applicable to the Index.

Calculation of the Index

During SETS (the London Stock Exchange electronic trading service) trading hours, the level of the Index is calculated in real time by reference to the prices from actual trades from SETS or firm prices for all non SETS constituents.

Amendments to the Index

The FTSE Equity Indices Committee reviews and updates the Index quarterly and may amend it from time to time, all subject to the rules applicable from time to time to the Index.

Disclaimer by FTSE International, the London Stock Exchange and the Financial Times

None of the Certificates is in any way sponsored, endorsed, sold or promoted by FTSE International or by the London Stock Exchange or by The Financial Times and neither FTSE International nor the London Stock Exchange nor The Financial Times makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Index and/or the figure at which the Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE International. However, neither FTSE International nor the London Stock Exchange nor The Financial Times shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE International nor the London Stock Exchange nor The Financial Times shall be under any obligation to advise any person of any error therein.

17 INFORMATION RELATING TO THE MIS 30 INDEX

General

The MIB 30 index (the "Index") is an index of 30 selected stocks that are traded on the Milan Stock Exchange (the "Exchange"). It is calculated and disseminated by the Italian Stock Exchange (the "Sponsor"). The constituent stocks of the Index are selected on the basis of high liquidity and market capitalisation.

The Index is available under Reuters RIC Code "MI6 30".

Constituent Stocks

The constituent stocks are selected for their high trading volume and market capitalisation.

Calculation of the Index

The Index level is updated and disseminated every minute during continuous trading in the "liquid financial instruments segment" of the MTA market (the Italian Stock Exchange electronic trading system).

Amendments to the Index

The composition of the Index is reviewed and updated every 6 months and may be amended from time to time by the Sponsor, all subject to the rules applicable from time to time to the Index.

Disclaimer on behalf of the Sponsor

None of the Certificates is in any way sponsored, endorsed, sold or promoted by the Sponsor. The Index is compiled and calculated solely by the Sponsor. The Sponsor has no obligation to take the needs of Certificateholders into consideration in composing, determining or calculating the Index (or causing the Index to be calculated). In addition, the Sponsor makes no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the Index and/or the level at which the Index stands at any particular time on any particular day or otherwise, and shall not be liable, whether in negligence or otherwise, to any person for any error in the Index or under any obligation to advise any person, including, without limitation, the Issuer or Certificateholders of any error therein.

18 INFORMATION RELATING TO THE S&P 500 INDEX

General

The S&P 500 index (the "Index") is a market-valueweighted index. It is calculated and published by Standard & Poor's Corporation, a division of McGraw-Hill, Inc. ("S&P") and it is intended to provide a benchmark for the performance of leading U.S. listed stocks.

"Standard & Poor's@","S&P@", "S&P SOO"", "Standard & Poor's 500" and "500" are all trademarks of Standard & Poor's, a division of McGraw-Hill, Inc., and have been licensed for use by the Issuer (in such capacity, the "Licensee"). The Index is available under Reuters RIC Code "SPC':

Constituent Stocks

The Index consists of 500 companies, chosen for market size, liquidity and industry group representation.

Calculation of the Index

The Index is calculated using a base-weighted aggregate methodology, meaning the level of the Index reflects the total market value of all component stocks relative to a particular base period. Total market value is determined by multiplying the price of its stock by the number of shares outstanding.

The Index is calculated and continuously updated using trade prices of each constituent stock from the relevant stock exchanges.

Amendments to the Index

The composition of the Index is reviewed and updated at regular meetings of the Standard & Poor's Index Committee (the "Committee") and may be amended from time to time by the Committee, all subject to the rules applicable from time to time to the Index.

Disclaimer by S&P

None of the Certificates is in any way sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the Certificateholders or any member of the public regarding the advisability of investing in securities generally or in any Certificates or the ability of the Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and the tradenames of S&P and of the Index which is determined, composed and calculated by S&P without regard to the Licensee or any Certificates. S&P has no obligation to take the needs of the Licensee or the Certificateholders into consideration in determining, composing or calculating the Index. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Certificates to be issued, sold, purchased, written or entered into by the Licensee or under the Programme. S&P has no obligation or liability in connection with the administration or marketing of the Certificates or the Programme.

19 S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY THE LICENSEE, CERTIFICATEHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

.. . INFORMATION RELATING TO THE SMP INDEX

General

The SMP index (the "Index") is an index calculated by the SWX Swiss Exchange (the "SMI Sponsor"). The Index, unadjusted for dividends, comprises companies incorporated in Switzerland and Liechtenstein, selected, infer aha, on the basis of high liquidity and market capitalisation. The Index was standardised on 30th June, 1998 with an initial base-line value of 1500.

The Index is published by the SMI Sponsor and is available under Reuters RIC Code "SSMI".

SMP is a registered trademark of the SWX Swiss Exchange.

Constituent Stocks

The Index consists of the shares of up to 30 of the most predominant and highly liquid Swiss or Liechtenstein companies listed on the SWX Swiss Exchange.

Calculation of the Index

The Index is calculated on a real-time basis from shortly after the opening of trading to the close of trading on the SWX Swiss Exchange. The Index is updated and disseminated immediately after a trade occurs in a constituent stock.

The Index securities are weighted in accordance with their market capitalisation. The Index is calculated with reference to both the price and the number of shares in actual circulation of each security included in the index portfolio.

Calculation of the Index is based on the Laspeyres formula.

Amendments to the Index

The composition of the Index is updated annually and may be amended from time to time. all subject to the rules applicable from time to time to the Index.

Disclaimer on behalf of the SMI Sponsor

None of the Certificates is in any way sponsored, endorsed, sold or promoted by the SMI Sponsor. The SMI Sponsor has no obligation to take the needs of Certificateholders into consideration in composing, determining or calculating the Index (or causing the Index to be calculated). In addition, the SMI Sponsor makes no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the Index and/or the level at which the Index stands at any particular time on any particular day or otherwise, and shall not be liable, whether in negligence or otherwise, to any person for any error in the Index or under any obligation to advise any person of any error therein.

21 PRO FORMA PRICING SUPPLEMENTS

[PRO FORMA PRICING SUPPLEMENT Index Certificates]

Credit Suisse First Boston International Registered as unlimited in England and Wales under No. 25001 99

This Pricing Supplement is supplemental to the Programme Memorandum from time to time relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to a specified Index ("Certificates" and/or "Index Certificates").

[UP to1 [=]Index Certificates

Issue Price: [PRICE FOR EACH SERIEWTRANCHE]

Pricing Supplement dated [a, 01

22 This Pricing Supplement is supplemental to, and should be read and construed in conjunction with, the Programme Memorandum (from time to time), the product supplement dated 7th August, 2002 in respect of Index Certificates and Index Basket Certificates (the "Product Supplement"), [the relevant Local Supplement(s) delete if not applicable; speciQ if applicable] and all other documents which are incorporated by reference therein.

Terms defined in the Programme Memorandum and/or the relevant Product Supplement have the same meaning in this Pricing Supplement.

[References to [CURRENCY SYMBOL] are to [SPECIFY CURRENCYJ.]'

Delete if the relevant currency is referenced in General Condition 14

23 INVESTMENT CONS1DERATIONS

Prospective purchasers of Certificates should also read the "Investment Considerations"set out in the Programme Memorandum.

Certificates involve complex risks which include equity market risks and may include interest rate, foreign exchange and/or political risks.

Before buying Certificates, investors should carefully consider, among other things, (i) the trading price of the Certificates, (ii) the value and volatility of the Shares comprised in the Index, (iii) the probable range of Redemption Amounts, (iv) any change(s) in interim interest rates and dividend yields, (v) any change($) in currency exchange rates, (vi) the depth of the market or liquidity of the Shares comprised in the Index and (vii) any related transaction costs.

Fluctuations in the value of the Shares comprised in the Index will affect the value of the Certificates. Investment in Certificates has the same potential for gain or loss as a comparable direct investment in the underlying Shares comprised in the Index.

[INSERT OTHER CONSIDERATIONS SPECIFIC TO ISSUE]

24 TERMS OF THE CERTIFICATES

2 Number of Certificates: [UP to1 '1 1 3 Type of Certificates: [Put/Call/ OTHEfl

4 Maturity Date: [ ] [,or such other earlier date [after [spec@ (Date on which, subject to the Conditions, datellwithin the Issuer Early Redemption Period]' the Valuation Date will fall) as the Issuer may select, upon giving no less than [ ] [daysl/monthsl/yearsl] prior notice pursuant to General Condition 8. [Issuer Early Redemption Period" means [specify month[sll in each year after [specify date]11.]2 5 Minimum Transferable Number: 1.1 (Minimum number of Certificates which can be transferred)

6 Issue Date: [*I 7 Issue Price: [ ] per [QUAIVTITYI Certificate[s] 8 Index: [.I (The Index to which the Certificates relate)

9 Related Exchange(s): (Used, inter alia, for the purposes of Market Disruption Event, see Product Term 4 and for the purposes of the definition of Exchange Business Day)

10 Valuation Time: (The time at which the Index Level or Exchange-traded Contract's price is determined, by reference to which, inter alia, the Redemption Amount and/or the relevant Interim Payment, as the case may be, will be determined. If nothing is specified, it defaults

1 Delete as appropriate

2 Insert if early redemption by the Issuer is applicable

25 to the time by reference to which the closing level or the Official Settlement Price, as the case may be is determined)

11 Interim Payment(s): Interim Payment($ in respect of [e] Certificate($ (Payable by the Issuer on the Interim will be payable in accordance with the following

Payment Date(s)) provisions: [e] [set out relevant provisions]

12 Interim Payment Date(s): [e], provided that if any such day is not a Currency (Date(s) on which the Interim Payment(s) Business Day, it shall be the next Currency will be paid) Business Day

13 Interim Valuation Date(s): [e] [Specify the dates] (The Interim Payment is determined by reference to the Index Levels prevailing on these dates)

14 Settlement Price: [The Index Level on the Valuation Date/the Official Settlement Price on the Valuation Date or, if no Official Settlement Price is published on that date, the Index Level on the Valuation Date shall be substituted for such Official Settlement Price]l/The arithmetical average (rounded down to two decimal places) of the Index Levels on each of the Averaging Dates]’ 15 Redemption Amount: The Redemption Amount in respect of [ ] (Payable by the Issuer on the Redemption Certificate(s) will be [the greater of [ ] and12 [If Date) Call Certificates the Settlement Price less the Strike Price]/[lf Put Certificates the Strike Price less the Settlement Pricell [Set out other formula and related definitions for calculating the Redemption Amount] [Set out other formula, if the Redemption Amount in the case of Certificateholder Early Redemption, is different] 16 Settlement Currency: [In the case of the Redemption Amount11 [ ] (The currency in which the Redemption [In the case of the Interim Payment(s) [ ]I1 Amount and Interim Payment(s) will be paid)

17 Additional Business Day Centres: [Not Applica bleISPECIFYI (For purposes of the definition of Currency Business Day contained in the Product Supplement)

18 Redemption Date: [3/OTHER]’ Currency Business Days following (Date on which the Redemption Amount will the Valuation Date be paid)

Delete as appropriate

2 Insert where a minimum redemption amount is required

26 19 Exchange-traded Price Valuation: [Applicable/Not Appli~able]~ (If Exchange-traded Price Valuation is applicable, the Redemption Amount will be calculated by reference to the Exchange- traded Contract, subject to the Conditions)

Exchange-traded Contract: [Option/Futures]1 (A) Index: 1.1 (B) Delivery month: 1.1

(C) Exchange on which it is traded: [.I [delete if Exchange-traded Price Valuation is not applicable] 20 Additional or other Certificate Agent($) and 1.1 specified office($. in addition to the Principal Certificate Agent and the Certificate Agent in Luxembourg:

21 Stock Exchange(s) to which application will [ Luxembourg/OTHER] initially be made to list the Certificates: (Applications may subsequently be made to other stock exchange(s))

22 Entities (other than stock exchanges) to [BAWeI OTH Efl1 which application for listing and/or approval of the Certificates will be made:

Stock Exchange segments to which [Frankfurt Freiverkehrl application for trading will be made: Stuttgart FreiverkehrlOTHERIl

23 National Clearance System($: Name of National Code of National (The Clearance System(s) selected in Clearance System Clearance System addition to the Central Clearance Systems)

24 Common Code:

25 ISIN:

26 WKN:

27 Additional definition of "Certificateholder": (For the purposes of General Condition I (b) in the case of National Clearance Systems)

28 Additional provisions relating to transfer: (For the purposes of General Condition I (c) in the case of National Clearance Systems)

Delete as appropriate

27 29 Names of Dealers/Selling Agents: 30 Gross Proceeds of the Issue of the Certificates:

31 Certificateholder Early Redemption: [Applicable/Not Appli~able]~

32 Certificateholder Early Redemption [The day that is [ ] Exchange Business Days Notification Date: prior to a Certificateholder Early Redemption Reference Date/Not Applicable] 33 Certificateholder Early Redemption [specify dates/Not Appli~able]~ Reference Date:

34 Additional Provisions:

1 Delete as appropriate

AD D IT10 N AL S E LLI NG R E STR ICTI 0N S

[If applicable]

[Insert applicable specific selling restrictions for the Netherlands]

[ADDITIONAL TAXATION PROVISIONS]

[If Interim Payments are linked to a fixed or floating interest rate insert applicable German taxation disclosure, supplemental to that set out in the Programme Memorandum].

28 RECENT PERFORMANCE OF INDEX

The following table sets out the high and low closing values for the Index for the following periods: [AMEND TABLE APPROPRIATELX INSERTING THE LATEST2 CALENDAR YEARS AND THE MOST REGENT SIX MONTHS ELAPSED]

Period High Low

[YEAR]...... [ YEAM...... [MONTH AND YEARj ...... [MONTH AND YEAR] ...... [MONTH AND YEARg ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ......

~ - (Source: [Bloomberg])

[IF DESCRIPTION OF THE INDEX IS NOT IN THE PRODUCT SUPPLEMENT INSERT HERE]

29 RESPONS I B I LlTY

The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Programme Memorandum, the Product Supplement and the relevant Local Supplement(s), if any, contains all information that is material in the context of the issue of the Certificates. The information relating to the Index has been extracted from publicly available sources. Such information has not been independently verified by the Issuer. However, the Issuer accepts responsibility for the correct reproduction of such information. The delivery of this Pricing Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

Signed on behalf of the Issuer:

By:

Duly authorised signatory

30 [PRO FORMA PRICING SUPPLEMENT Index Basket Certificates]

Credit Suisse First Boston International

Registered as unlimited in England and Wales under No. 2500199

This Pricing Supplement is supplemental to the Programme Memorandum from time to time relating to the Certificate Programme of Credit Suisse First Boston International (the "Issuer") and is in respect of Certificates relating to specified Indices ("Certificates"and/or "Index Basket Certificates").

[up to1 [.I Index Basket Certificates

Issue Price: [PRICE FOR EACH SERIES/TRANCHE]

Pricing Supplement dated [., *I

31 This Pricing Supplement is supplemental to, and should be read and construed in conjunction with, the

Programme Memorandum (from time to time), the product supplement dated 7th August, 2002 in respect of Index Certificates and Index Basket Certificates (the "Product Supplement"), [the relevant Local Supplement(s) de/efe if not applicable; specify if applicable] and all other documents which are incorporated by reference therein.

Terms defined in the Programme Memorandum and/or the relevant Product Supplement have the same meaning in this Pricing Supplement.

[References to [CURRENCY SYMBOL] are to [SPECIFY CURRENCfl.1'

Delete if the relevant currency is referenced in General Condition 14

32 INVESTMENT CONS1DE RATIONS

Prospective purchasers of Certificates should also read the "Investment Considerations" set out in the Programme Memorandum.

Certificates involve complex risks which include equity market risks and may include interest rate, foreign exchange and/or political risks.

Before buying Certificates, investors should carefully consider, among other things, (i) the trading price of the Certificates, (ii) the value and volatility of the Shares comprised in the Index, (iii) the probable range of Redemption Amounts, (iv) any change(s) in interim interest rates and dividend yields, (v) any change(s) in currency exchange rates, (vi) the depth of the market or liquidity of the Shares comprised in the Index and (vii) any related transaction costs.

The only way in which a holder can realise value from a Certificate prior to the Redemption Date in relation to such Certificate is to sell it at its then market price in an available secondary market. See "Possible Illiquidity of the Certificates in the Secondary Market" in the 'Investment Considerations" in the Programme Memorandum.

Fluctuations in the value of the Shares comprised in the index will affect the value of the Certificates. Investment in Certificates has the same potential for gain or loss as a comparable direct investment in the underlying Shares comprised in the Index.

[INSERT OTHER CONSIDERATIONS SPECIFIC TO ISSUE]

33 TERMS OF THE CERTIFICATES

N/A means an item is not applicable at the date of this Pricing Supplement, subject to amendment as provided in the Conditions. Italics in the left column denote a brief explanation of the Pricing Supplement Term. Words in italics do not form any part of the Pricing Supplement Terms.

1 Title: [*I

2 Number of Certificates: [UP toll J 3 Type of Certificates: [PutlCall/OTHER]1

4 Maturity Date: [ ] [,or such other earlier date [after [specify (Date on which, subject to the Conditions, dateJlwithinthe Issuer Early Redemption Periodll the Valuation Date will fall) as the Issuer may select, upon giving no less than

[ 0 ] [daysl/monthsl/yearsl] prior notice pursuant to General Condition 8. [Issuer Early Redemption Period" means [specify month[sl in each year after [speciQ datel11.12

5 Minimum Transferable Number: [*I (Minimum number of Certificates which can be transferred)

6 Issue Date: [*I 7 Issue Price: [ 1 per [QUANTITY Certificate[s]

8 Indices and Related Exchanges: (The Indices to which the Certificates [Specify the Indices and Related Exchange(s)l relate.) Related (Related Exchange(s) are used, inter alia, for Index Exchange(s) the purposes of Market Disruption Event, [*I [.I see Product Term 4 and for the purposes of Exchange Business Day) 1.1 [*I 9 Valuation Time: [*I (The time at which the levels of each of the Indices are determined, by reference to which, inter alia, the Redemption Amount and/or the relevant Interim Payment, as the case may be, will be determined. If nothing

1 Delete as appropriate

2 Insert if early redemption by the Issuer is applicable

34 is specified, it defaults to the time by reference to which each closing level is determined)

10 Interim Payment(s): Interim Payment(s) in respect of [=I Certificate(s) (Payable by the Issuer on the Interim will be in accordance with the following provisions: Payment Date($) [*I[set out relevant provisions]

11 Interim Payment Date(s): [=I, provided that if any such day is not a Currency (Date($ on which the Interim Payment(s) Business Day, it shall be the next Currency will be paid) Business Day

12 Interim Valuation Date(s): [a] [Specify the dates] (The Interim Payment is determined by reference to the Index Levels prevailing on these dates)

13 Settlement Price: [The arithmetical average (rounded down to the nearest two decimal places) of the Index Levels of the Indices on the Valuation Date /The arithmetical average (rounded down to the nearest two decimal places) of the arithmetical average (rounded down to the nearest two decimal places) of the Index Levels of the Indices on each of the Averaging Dates/OTH€R]l

14 Redemption Amount: The Redemption Amount in respect of [=I (Payable by the Issuer on the Redemption Certificate(s) will be [the greater of [ ] andI2 [If Date) Call Certificates the Settlement Price less the Strike Price]/[lf Put Certificates the Strike Price less the Settlement Price]’ [Set out other formula and related definitions for calculating the Redemption Amount] [Set out other formula. if the Redemption Amount in the case of Certificateholder Ear& Redemption, is different]

15 Settlement Currency: [In the case of the Redemption Amountll [ ] (The currency in which the Redemption [In the case of the Interim Payment(s) [*]I1 Amount and Interim Payment(s) will be paid)

16 Additional Business Day Centres: [Not ApplicablelSPECIFfl3 (For purposes of the definition of Currency Business Day contained in the Product Supplement)

1 Delete as appropriate

2 Insert where a minimum redemption amount is required

35 17 Redemption Date: [3/0THER]’ Currency Business Days (Date on which the Redemption Amount will following the Valuation Date (or, if there is more be paid) than one Valuation Date, the last such Valuation Date)

18 Additional or other Certificate Agent(s) and [*I specified office(s) in addition to the Principal Certificate Agent and the Certificate Agent in Luxembourg:

19 Stock Exchange(s) to which application will [Luxembourg/OTHER] initially be made to list the Certificates: (Applications may subsequently be made to other stock exchange(s))

20 Entities (other than stock exchanges) to [BAWeIOTHER] which application for listing and/or approval of the Certificates will be made:

Stock Exchange segments to which [Frankfurt Freiverkehrl application for trading will be made: Stuttgart FreiverkehrIOTHERg

21 National Clearance System(s): Name of National Code of National (The Clearance System(s) selected in Clearance System Clearance System addition to the Central Clearance Systems)

22 Common Code:

23 ISIN:

24 WKN:

25 Additional definition of “Certificateholder”: (For the purposes of General Condition 1 (b) in the case of National Clearance Systems)

26 Additional provisions relating to transfer: (For the purposes of General Condition 1 (c) in the case of National Clearance Systems)

27 Names of DealersISelling Agents:

28 Gross Proceeds of the Issue of the Certificates:

29 Certificateholder Early Redemption: [Applicable/Not Applicable]’

30 Certificateholder Early Redemption [The day that is [ ] Exchange Business Days Notification Date: prior to a Certificateholder Early Redemption

-e h . 1.1 1 I: *.I 1

I Delete as appropriate

36 Reference Date/Not Applicable] 31 Certificateholder Early Redemption [speciQ dateslhlot Applicable] Reference Date:

32 Additional Provisions:

ADDITIONAL S ELL1NG R ESTRlCTlONS

[If applicable]

[Insert applicable specific selling restrictions for the Netherlands]

[ADD IT1ONAL TAXATION PROWSI ONSI

[If Interim Payments are linked to a fixed or floating interest rate insert applicable German taxation disclosure, supplemental to that set out in the Programme Memorandum].

37 RECENT PERFORMANCE OF THE [ ] INDEX

The following table sets out the high and low closing values for the [ ] Index for the following periods: [AMEND TABLE APPROPRIATELY INSERTING THE LATEST2 CALENDAR YEARS AND THE MOST RECENT 6 MONTHS ELAPSED]

Period [YEAR] ...... [YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... [MONTH AND YEAR] ...... (Source: [Bloomberg])

[REPEAT TABLE ABOVE FOR EACH RELEVANTINDEX]

[IF DESCRIPTION OF ANY RELEVANT INDEX IS NOT IN THE PRODUCT SUPPLEMENT INSERT HERE]

38 RESPON S I B I LlTY

The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Programme Memorandum, the Product Supplement and the relevant Local Supplement(s), if any, contains all information that is material in the context of the issue of the Certificates. The information relating to any Index or Indices has been extracted from publicly available sources. Such information has not been independently verified by the Issuer. However, the Issuer accepts responsibility for the correct reproduction of such information. The delivery of this Pricing Supplement at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

Signed on behalf of the Issuer

By:

Duly authorised signatory

39 printed by eprIntfinancia/.com tel: + 44 (0)20 7613 1800 document number 2253