0001193125-11-144690 Sample Contracts

E*TRADE FINANCIAL CORPORATION 435,000,000% Senior Notes due 2016 UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2011 • E Trade Financial Corp • Savings institution, federally chartered • New York
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E*TRADE Financial Corporation as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee Indenture Dated as of May 19, 2011
Indenture • May 19th, 2011 • E Trade Financial Corp • Savings institution, federally chartered • New York

INDENTURE, dated as of May 19, 2011, between E*TRADE Financial Corporation, a Delaware corporation, as the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

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