0001193125-05-213216 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into September 19, 2005, between E*TRADE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and J.P. MORGAN SECURITIES INC. and MORGAN STANLEY & CO. INCORPORATED (the “Initial Purchasers”).

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CREDIT AGREEMENT dated as of September 19, 2005, among E*TRADE FINANCIAL CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING INC., as Syndication Agent
Credit Agreement • November 1st, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

CREDIT AGREEMENT dated as of September 19, 2005 (this “Agreement”), among E*TRADE FINANCIAL CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING INC., as Syndication Agent.

E*TRADE Financial Corporation as Issuer and The Bank of New York as Trustee
Supplemental Indenture • November 1st, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of September 19, 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.

E*TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee
Indenture • November 1st, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September 19, 2005 (the “Supplemental Indenture”) to the indenture dated as of JUNE 8, 2004 (the “Base Indenture” and as supplemented by this Supplemental Indenture, the “Indenture”), between E*TRADE FINANCIAL CORPORATION (the “Company”), a Delaware corporation, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

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