eTrade 2005 Annual Report Download - page 450

EXHIBIT A
[IF THIS SUBORDINATED NOTE IS TO BE A GLOBAL SECURITY, INSERT:
]
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST
COMPANY. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A
NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE
DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“
DTC
”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE& CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.
E*TRADE FINANCIAL CORPORATION
6.125% Subordinated Notes due November18, 2018
CUSIP No.:269246 AN 4
ISIN NUMBER: US269246AN40
$0
E*TRADE Financial Corporation, a corporation organized and existing under the laws of Delaware (hereinafter called the “
Company
”,
which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede& Co., or registered assigns, the principal sum as set forth in the Schedule of Increases or Decreases in Subordinated Note
attached hereto, which amount shall not exceed $450,000,000, on November18, 2018 (such date is hereinafter referred to as the “
Maturity Date
”), and to pay interest thereon from the original issuance date or the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly in arrears on February18,May18,August18, and November18 of each year (each, a “
Quarterly Interest Payment Date
”), commencing February18, 2006 at the rate of 6.125%per annum through the Purchase Contract

2006. EDGAR Online, Inc.