0001193125-04-113079 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated June 8, 2004 between E*TRADE FINANCIAL CORPORATION and MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. SANDLER O’NEILL & PARTNERS, L . P.
Registration Rights Agreement • July 1st, 2004 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into June 8, 2004, between E*TRADE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON LLC, DEUTSCHE BANK SECURITIES INC. AND SANDLER O’NEILL & PARTNERS, L.P. (the “Initial Purchasers”).

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E*TRADE Financial Corporation as Issuer and The Bank of New York as Trustee
Indenture • July 1st, 2004 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of June 8, 2004, between E*TRADE Financial Corporation, a Delaware corporation, as the Company and The Bank of New York, a New York banking corporation, as Trustee.

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