0001193125-06-045154 Sample Contracts

E*TRADE Financial Corporation as Issuer AND The Bank of New York, as Trustee Subordinated Indenture Dated as of November 22, 2005
Indenture • March 3rd, 2006 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

THIS INDENTURE, dated as of November 22, 2005 between E*TRADE Financial Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”),

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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, 2005
Purchase Contract and Pledge Agreement • March 3rd, 2006 • 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”).

7 7/8% Senior Notes Due 2015
Supplemental Indenture • March 3rd, 2006 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of November 22, 2005, between E*TRADE Financial Corporation, a Delaware corporation, as the Company and The Bank of New York, a New York banking corporation, as Trustee.

SUPPLEMENTAL INDENTURE NO. 1 Dated as of November 22, 2005
E Trade Financial Corp • March 3rd, 2006 • 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”).

Morgan Stanley & Co. Incorporated
Agreement • March 3rd, 2006 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York
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