eTrade 2005 Annual Report Download - page 335

EXHIBIT D
NOTICE FROM PURCHASE CONTRACT AGENT
TO HOLDERS UPON TERMINATION EVENT
(Transfer of Collateral upon Occurrence of a Termination Event)
[HOLDER]
Attention:
Telecopy:
Re:
[Corporate Units] [Treasury Units] of E*TRADE Financial Corporation, a Delaware corporation (the “
Company
”).
Please refer to the Purchase Contract and Pledge Agreement, dated as of November22, 2005 (the “
Purchase Contract and Pledge
Agreement
”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as
defined therein), between the Company and The Bank of New York, as Collateral Agent, as Custodial Agent, as Securities
Intermediary, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to
time.
We hereby notify you that a Termination Event has occurred and that [the Subordinated Notes underlying the Pledged Applicable
Ownership Interests in Subordinated Notes] [the Pledged Applicable Ownership Interests in the Treasury Portfolio] [the Treasury
Securities] compromising a portion of your ownership interest in [Corporate Units] [Treasury Units] have been released and are being
held by us for your account pending receipt of transfer instructions with respect to such [Subordinated Notes] [Pledged Applicable
Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities] (the “
Released Securities
”).
Pursuant to Section3.15 of the Purchase Contract and Pledge Agreement, we hereby request written transfer instructions with respect
to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate Units] [Treasury Units]
effected through book-entry or by delivery to us of your [Corporate Units Certificate] [Treasury Units Certificate], we shall transfer the
Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions. In the event you fail
to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in
trust for your benefit, until such time as such [Corporate Units] [Treasury Units] are transferred or your [Corporate Units Certificate]
[Treasury Units Certificate] is surrendered or satisfactory evidence is provided that such [Corporate Units Certificate] [Treasury Units
Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require.
Dated:
__________
THE BANK OF NEW YORK,
as Purchase Contract Agent
By:
Name:
Title:
Authorized Signatory
D-1
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2006. EDGAR Online, Inc.