eTrade 2005 Annual Report Download - page 338

EXHIBIT G
INSTRUCTION
FROM PURCHASE CONTRACT AGENT
TO COLLATERAL AGENT
(Creation of Treasury Units)
The Bank of New York,
as Purchase Contract Agent
101 Barclay Street, 8W
New York, NY 10286
Telecopier No.: 212-815-5707
Attention: Corporate Trust Division -
Corporate Finance Unit
Re:
Corporate Units of E*TRADE Financial Corporation (the “
Company
”).
Please refer to the Purchase Contract and Pledge Agreement, dated as of November22, 2005 (the “
Agreement
”), among 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. Capitalized terms used herein but not defined
shall have the meaning set forth in the Agreement.
We hereby notify you in accordance with Section3.13 of the Agreement that the holder of securities named below (the “
Holder
”) has
elected to substitute $
Value of Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of
[Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes] [Pledged Applicable Ownership
Interests in the Treasury Portfolio] relating to
Corporate Units and has delivered to the undersigned a notice stating that the Holder
has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the
Collateral Account.
We hereby request that you instruct the Securities Intermediary, upon confirmation that such Treasury Securities or security
entitlements thereto have been credited to the Collateral Account, to release to the undersigned an equal Value of [Subordinated Notes
underlying Pledged Applicable Ownership Interests in Subordinated Notes] [Pledged Applicable Ownership Interests in the Treasury
Portfolio] or security entitlements with respect thereto related to
Corporate Units of such Holder in accordance with Section3.13 of the
Agreement.
Dated:
__________
THE BANK OF NEW YORK,
as Purchase Contract Agent and as attorney-in-fact
of the Holders from time to time of the Units
By:
Name:
Title:
Authorized Signatory
G-1
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2006. EDGAR Online, Inc.