Floating Rate Subordinated Note (2005)Full Document 

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[FORM OF FACE OF SECURITY]

FLOATING RATE SUBORDINATED NOTE

 

REGISTERED   REGISTERED
No. FLR  

[PRINCIPAL AMOUNT]

CUSIP:

 

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) 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 such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.1

 

THESE SECURITIES ARE NOT INSURED OR PROTECTED BY THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


1 Applies only if this Note is a Registered Global Security.


E*TRADE FINANCIAL CORPORATION

SUBORDINATED GLOBAL NOTE

(Floating Rate)

 

BASE RATE:

 

ORIGINAL ISSUE DATE:

 

MATURITY DATE:

INDEX MATURITY:

 

INTEREST ACCRUAL DATE:

 

INTEREST PAYMENT DATE(S):

SPREAD (PLUS OR MINUS):

 

INITIAL INTEREST RATE:

 

INTEREST PAYMENT PERIOD:

SPREAD MULTIPLIER:

 

INITIAL INTEREST RESET DATE:

 

INTEREST RESET PERIOD:

REPORTING SERVICE:

 

MAXIMUM INTEREST RATE:

 

INTEREST RESET DATE(S):

INDEX CURRENCY:

 

MINIMUM INTEREST RATE:

 

CALCULATION AGENT:

EXCHANGE RATE AGENT:

 

INITIAL REDEMPTION DATE:

 

SPECIFIED CURRENCY:

   

INITIAL REDEMPTION PERCENTAGE:

 

IF SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS, OPTION TO ELECT PAYMENT IN U.S. DOLLARS: [YES]2

   

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

 

DESIGNATED CMT TELERATE PAGE:

   

OPTIONAL REPAYMENT DATE(S):

 

DESIGNATED CMT MATURITY INDEX:

   

REDEMPTION NOTICE PERIOD:3

   
   

TAX REDEMPTION AND PAYMENT OF ADDITIONAL AMOUNTS: NO4

   
   

IF YES, STATE INITIAL OFFERING DATE: N/A

 

OTHER PROVISIONS:

 

E*TRADE Financial Corporation, a Delaware corporation (together with its successors and assigns, the “Issuer”), for value received, hereby promises to pay to                                     , or registered assignees, the principal sum of [            ] on the Maturity Date specified above (except to the extent redeemed or repaid prior to maturity) and to pay interest thereon from and including the Interest Accrual Date specified above at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above, and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until the principal hereof is paid or duly made available for payment. The Issuer will pay interest in


2 Applies if this is a Registered Global Security, unless arrangements are made with DTC outside of existing Letters of Representations, as has been the case in the past.

 

3 Applicable if other than 30-60 calendar days. If this is a Registered Global Security, minimum notice period is [10] calendar days [current DTC limitation].

 

4 Default provision is NO. Indicate YES only for certain notes issued on a global basis if specified in pricing supplement.

 

2


arrears weekly, monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Interest Payment Date (as specified above), commencing with the first Interest Payment Date next succeeding the Interest Accrual Date specified above, and on the Maturity Date (or any redemption or repayment date); provided, however, that if the Interest Accrual Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Interest Accrual Date to the registered holder of this Note on the Record Date with respect to such second Interest Payment Date; and provided, further, that if an Interest Payment Date (other than the Maturity Date or redemption or repayment date) would fall on a day that is not a Business Day, as defined on the reverse hereof, such Interest Payment Date shall be the following day that is a Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR and such next Business Day falls in the next calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day; and provided, further, that if the Maturity Date or redemption or repayment date would fall on a day that is not a Business Day, such payment shall be made on the following day that is a Business Day and no interest shall accrue for the period from and after such Maturity Date or redemption or repayment date.

 

Interest on this Note will accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Interest Accrual Date, until but excluding the date the principal hereof has been paid or duly made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the date 15 calendar days prior to such Interest Payment Date (whether or not a Business Day) (each such date, a “Record Date”); provided, however, that interest payable at maturity (or any redemption or repayment date) will be payable to the person to whom the principal hereof shall be payable.

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