eTrade 2005 Annual Report Download - page 307

EXHIBIT A
(FORM OF FACE OF CORPORATE UNIT CERTIFICATE)
[For inclusion in Global Certificates only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
CEDE& CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “
DEPOSITARY
”),
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF
THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREON IS MADE TO CEDE& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.]
No. 1
CUSIP No. [
]
Number of Corporate Units:
E*TRADE FINANCIAL CORPORATION
Corporate Units
This Corporate Units Certificate certifies that is the registered Holder of the number of Corporate Units set forth above [For inclusion
in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global
Certificate attached hereto, which number shall not exceed 18,000,000]. Each Corporate Unit consists of (i)either (a)an Applicable
Ownership Interest in Subordinated Notes, subject to the Pledge thereof by such Holder pursuant to the Purchase Contract and Pledge
Agreement, or (b)upon the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Applicable
Ownership Interest in the Treasury Portfolio, subject to the pledge of the Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (i)of the definition of such term) by such Holder pursuant to the Purchase Contract and Pledge Agreement, and
(ii)the rights and obligations of the Holder under one Purchase Contract with the Company.
All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof)
have the meaning set forth therein.
A-1
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2006. EDGAR Online, Inc.