0001193125-10-038928 Sample Contracts

E* TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 1, 2006 8% Senior Notes Due 2011
Indenture • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2006 (the “Supplemental Indenture”) to the Indenture dated as of June 8, 2004, as supplemented by the First Supplemental Indenture thereto (the “First Supplemental Indenture”) dated September 19, 2005 (as so supplemented, the “Base Indenture,” and as supplemented by this Second 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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E* TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 27, 2007
Indenture • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 27, 2007 (the “Supplemental Indenture”) to the Indenture dated as of November 29, 2007 (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”).

TRANSITION AGREEMENT
Transition Agreement • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

This Agreement dated September 8, 2009 is between Donald H. Layton (“Executive”) and E*TRADE Financial Corporation (the “Company”) (the “Parties”).

E* TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 18, 2008
Indenture • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of January 18, 2008 (the “Second Supplemental Indenture”) to the Indenture dated as of November 29, 2007 (the “Base Indenture,” and as supplemented by the First Supplemental Indenture, dated as of December 27, 2007 (the “First 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”).

E* TRADE FINANCIAL CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 1, 2006
Indenture • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2006 (the “Supplemental Indenture”) to the Indenture dated as of November 22, 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”).

FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • February 24th, 2010 • E Trade Financial Corp • Savings institution, federally chartered • New York

This Employment Agreement (this “Agreement”) is made and entered into by and between E*TRADE Financial Corporation (the “ Company”) and (“Executive”) as of (the “Effective Date”).

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