eTrade 2005 Annual Report Download - page 456

Global Subordinated Notes. Except as otherwise provided in the Indenture, or except upon recreation of Corporate Units, Subordinated
Notes represented by Global Subordinated Notes will not be exchangeable for, and will not otherwise be issuable as, Subordinated
Notes in certificated form. Unless and until such Global Subordinated Notes are exchanged for Subordinated Notes in certificated form,
Global Subordinated Notes may be transferred, in whole but not in part, and any payments on the Subordinated Notes shall be made,
only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a
nominee of such successor Depositary.
The Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Subordinated Note is registered as
the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
The Company agrees, and by acceptance of a Corporate Unit or a Separate Subordinated Note, each holder will be deemed to have
agreed (1)to treat each beneficial owner of a Corporate Unit as the owner of the Applicable Ownership Interest in Subordinated Notes
constituting a part of such Corporate Unit for U.S. federal income tax purposes and (2)not to treat the Subordinated Notes as
contingent payment debt instruments for U.S. federal income tax purposes.
THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT A
DIFFERENT LAW WOULD GOVERN AS A RESULT.
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