eTrade 2005 Annual Report Download - page 346

EXHIBIT L
INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING
The Bank of New York,
as Custodial Agent
101 Barclay Street, 8W
New York, NY 10286
Telecopier No.: 212-815-5707
Attention: Corporate Trust Division -
Corporate Finance Unit
R
e
:
Subordinated Notes Due 2018 of E*TRADE Financial Corporation (the “
Company
”).
The undersigned hereby notifies you in accordance with Section5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as
of November22, 2005 (the “
Agreement
”), 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, that the undersigned elects to deliver $aggregate principal amount of Separate Subordinated Notes for delivery to the
Remarketing Agent prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date for remarketing pursuant to Section5.02(b)(ii) of the Agreement. The undersigned will, upon request of the
Remarketing Agent, execute and deliver any additional documents deemed by the Remarketing Agent or by the Company to be
necessary or desirable to complete the sale, assignment and transfer of the Separate Subordinated Notes tendered hereby. Capitalized
terms used herein but not defined shall have the meaning set forth in the Agreement.
The undersigned hereby instructs you, upon receipt of the Proceeds of a Successful Remarketing from the Remarketing Agent, to
deliver such Proceeds to the undersigned in accordance with the instructions indicated herein under “A. Payment Instructions.” The
undersigned hereby instructs you, in the event of a Failed Final Remarketing, upon receipt of the Separate Subordinated Notes
tendered herewith from the Remarketing Agent, to deliver such Separate Subordinated Notes to the person(s) and the address(es)
indicated herein under “B. Delivery Instructions.”
With this notice, the undersigned hereby (i)represents and warrants that the undersigned has full power and authority to tender, sell,
assign and transfer the Separate Subordinated Notes tendered hereby and that the undersigned is the record owner of any Separate
Subordinated Notes tendered herewith in physical form or a participant in The Depositary Trust Company (“
DTC
”) and the beneficial
owner of any Separate Subordinated Notes tendered herewith by book-entry transfer to your account at DTC, (ii)agrees to be bound
by the terms and conditions of Section5.02(b) of the Agreement and (iii)acknowledges and agrees that after 5:00 p.m. (New York City
time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, such election shall become an
irrevocable election to have such Separate Subordinated Notes remarketed in each Remarketing, and that the Separate Subordinated
Notes tendered herewith will only be returned in the event of a Failed Final Remarketing.
L-1

2006. EDGAR Online, Inc.