Title
of Class
|
Amount
|
|
Class
A Senior Convertible Debentures due 2019
Class
B Senior Convertible Debentures due 2019
|
Up
to $1,745,515,000 aggregate principal amount
Up
to $1,745,515,000 aggregate principal
amount
|
Exhibit
T3A.1
|
Certificate
of Incorporation of the Company (incorporated by reference to Exhibit 3.2
of the Company’s Current Report on Form 8-K filed May 22,
2008).
|
Exhibit
T3B.1
|
Restated
Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the
Company’s Annual Report on Form 10-K filed November 9, 2000 and Exhibit
3.2 to the Company’s Current Report on Form 8-K filed May 22,
2008).
|
Exhibit
T3C*
|
Form
of Indenture between the Company and The Bank of New York Mellon, as
Trustee
|
Exhibit
T3D
|
Not
applicable.
|
Exhibit
T3E.1*
|
Offering
Memorandum and Consent Solicitation Statement dated June 22,
2009
|
Exhibit
T3E.2*
|
Letter
of Transmittal dated June 22, 2009
|
Exhibit
T3E.3*
|
Notice
of Guaranteed Delivery dated June 22, 2009
|
Exhibit
T3E.4
|
Press
Release of the Company dated June 17, 2009 (incorporated by reference to
Exhibit 99.2 to the Company’s Current Report on Form 8-K filed June 17,
2009)
|
Exhibit
T3E.5**
|
Supplemental
Offering Memorandum and Consent Solicitation dated July 21,
2009
|
Exhibit
T3F
|
Cross−reference
sheet showing the location in the Indenture of the provisions inserted
therein pursuant to Sections 310 through 318(a), inclusive, of the Trust
Indenture Act of 1939 is not filed herein since none of the provisions of
the Form of Indenture between the Company and the Bank of New York Mellon,
as Trustee were inserted pursuant to Sections 310 through 318(a) of the
Trust Indenture Act of 1939, as amended because those provisions have not
required such insertion since the effective date of the Trust Indenture
Reform Act of 1990.
|
Exhibit
25.1*
|
Statement
of eligibility and qualification of the Trustee on Form
T−1.
|
Exhibit
99.1*
|
Wholly-owned
direct or indirect domestic subsidiaries of the Company as of June 9,
2009.
|
Exhibit
99.2*
|
Wholly-owned
direct or indirect foreign subsidiaries of the Company as of December 31,
2008.
|
*
|
Filed
previously with the Form T-3 filed on June 22, 2009.
|
**
|
Filed
herewith.
|
E*TRADE
Financial Corporation
|
|||
By:
|
/s/
Donald H. Layton
|
||
Name:
|
Donald
H. Layton
|
||
Title:
|
Chairman
& CEO
|
By:
|
/s/
Karl A. Roessner
|
|
Name:
|
Karl
A. Roessner
|
|
Title:
|
EVP
& General Counsel
|