0001193125-05-227228 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated November 10, 2005 between E*TRADE FINANCIAL CORPORATION and MORGAN STANLEY & CO. INCORPORATED and

Registration Rights Agreement • November 15th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

• Contract Type
  Registration Rights Agreement
• Filed
  November 15th, 2005
• Company
  E Trade Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into November 10, 2005, between E*TRADE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), MORGAN STANLEY & CO. INCORPORATED and J.P. MORGAN SECURITIES INC. (the “Initial Purchasers”).

E* TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee

First Supplemental Indenture • November 15th, 2005 • E Trade Financial Corp • Security brokers, dealers & flotation companies • New York

• Contract Type
  First Supplemental Indenture
• Filed
  November 15th, 2005
• Company
  E Trade Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 10, 2005 (the “Supplemental Indenture”) to the Indenture dated as of September 19, 2005 (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”).