E*TRADE FINANCIAL CORPORATION and The Bank of New York, as Purchase Contract Agent, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of November [22], 2005Purchase Contract and Pledge Agreement • November 18th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of November [22], 2005, among E*TRADE Financial Corporation, a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
SUPPLEMENTAL INDENTURE NO. 1 Dated as of November [22], 2005E Trade Financial Corp • November 18th, 2005 • Security brokers, dealers & flotation companies • New York
THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of November [22], 2005, is between E*TRADE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
E*TRADE FINANCIAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York
E*TRADE Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”).
Morgan Stanley & Co. IncorporatedE Trade Financial Corp • November 18th, 2005 • Security brokers, dealers & flotation companies • New York
E*TRADE FINANCIAL CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York
E*TRADE Financial Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities Inc. (“JPMorgan” and, together with Morgan Stanley, the “Forward Sellers”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and Morgan Stanley & Co. International Limited (“MSI”), acting through Morgan Stanley as agent (the “MSI Forward Agreement”) and the letter agreement dated the date hereof between the Company and JPMorgan Chase Bank, National Association (“JPMCB”) acting through JPMorgan as agent (the “JPMCB Forward Agreement” and, together with the MSI Forward Agreement, the “Forward Agreements”), each relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as each such term is defined in the Forward Agreements), of a number of shares of common stock, par value $0.01 per share, of the Company (“Common
EXECUTION COPYLetter Agreement • November 18th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (“Party A” or “JPM”) and E*TRADE Financial Corporation (“Party B”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
EXECUTION COPYLetter Agreement • November 18th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. International Limited (“Party A” or “MSIL”) and E*TRADE Financial Corporation (“Party B”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
