EXHIBIT
4.9

     

    


    UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    


    


    E*TRADE
FINANCIAL CORPORATION

    [ ]% Note
Due [ ]

     

    
      
        	
                No.
      [   ]

              	
                CUSIP
      No.:  [   ]

              
	 
      	
                $[   ]

              


      



    E*TRADE
FINANCIAL CORPORATION, a Delaware corporation (“Issuer”, which term includes any
successor corporation), for value received promises to pay to CEDE & CO. or
registered assigns, the principal sum of __________ on __________.

    


    Interest
Payment Dates: __________ and __________ (each, an “Interest Payment Date”),
commencing on __________.

    


    Interest
Record Dates: __________ and __________ (each, an “Interest Record
Date”).

    


    Reference
is made to the further provisions of this Security contained herein, which will
for all purposes have the same effect as if set forth at this
place.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN WITNESS
WHEREOF, the Issuer has caused this Security to be signed manually or by
facsimile by its duly authorized officer under its corporate seal.

     

     

    
      	
              E*TRADE
      FINANCIAL CORPORATION

            	 
	 	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


    

     

    


    
      	
              Attest:

            	 
	 	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


    

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

         This
is one of the series designated herein and referred to in the within-mentioned
Indenture.

    


    


    Dated:  [   ]

     

    
      	
              ____________,
      Trustee

            	 
	 	 	 	 
	
              By:

            	 	 
	 	
              Title:

            	 	 


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (REVERSE
OF SECURITY)

    


    E*TRADE
FINANCIAL CORPORATION

    


    [ ]% Note
Due [ ]

    


    
      	
              1.

            	
              Interest.

            


    

    


    E*TRADE
FINANCIAL CORPORATION, a Delaware corporation (the “Issuer”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. Cash interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from __________.
The Issuer will pay interest semi-annually in arrears on each Interest Payment
Date, commencing __________. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

    


    The Issuer
shall pay interest on overdue principal from time to time on demand at the rate
borne by the Securities and on overdue installments of interest (without regard
to any applicable grace periods) to the extent lawful.

    


    
      	
              2.

            	
              Method
      of Payment.

            


    

    


    The Issuer
shall pay interest on the Securities (except defaulted interest) to the persons
who are the registered Holders at the close of business on the Interest Record
Date immediately preceding the Interest Payment Date notwithstanding any
transfer or exchange of such Security subsequent to such Interest Record Date
and prior to such Interest Payment Date. Holders must surrender Securities to
the Trustee to collect principal payments. The Issuer shall pay Principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts (“U.S. Legal Tender”). However,
the payments of interest, and any portion of the Principal (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of Principal) shall be made by the Paying Agent, upon receipt from the Issuer of
immediately available funds by __________ [a./p.m.], New York City time (or such
other time as may be agreed to between the Issuer and the Paying Agent or the
Issuer), directly to a Holder (by Federal funds wire transfer or otherwise) if
the Holder has delivered written instructions to the Trustee 15 days prior to
such payment date requesting that such payment will be so made and designating
the bank account to which such payments shall be so made and in the case of
payments of Principal surrenders the same to the Trustee in exchange for a
Security or Securities aggregating the same principal amount as the unredeemed
principal amount of the Securities surrendered.

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              3.

            	
              Paying
      Agent.

            


    

    


    Initially,
__________ (the “Trustee”) will act as Paying Agent.  The Issuer may
change any Paying Agent without notice to the Holders.

    


    
      	
              4.

            	
              Indenture.

            


    

    


    The Issuer
issued the Securities under an Indenture, dated as of ______, ____ (the
“Indenture”), between the Issuer and the Trustee. Capitalized terms herein are
used as defined in the Indenture unless otherwise defined herein. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and holders of Securities are referred to the Indenture and the TIA for a
statement of them. To the extent the terms of the Indenture and this Security
are inconsistent, the terms of the Indenture shall govern.

    


    
      	
              5.

            	
              Denominations;
      Transfer; Exchange.

            


    

    


    The
Securities are in registered form, without coupons, in denominations of $1,000
and multiples of $1,000. A Holder shall register the transfer of or exchange
Securities in accordance with the Indenture. The Issuer may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Securities or portions
thereof for a period of fifteen (15) days before such series is selected for
redemption, nor need the Issuer register the transfer or exchange of any
security selected for redemption in whole or in part.

    


    
      	
              6.

            	
              Persons
      Deemed Owners.

            


    

    


    The
registered Holder of a Security shall be treated as the owner of it for all
purposes.

    


    
      	
              7.

            	
              Unclaimed
      Funds.

            


    

    


    If funds
for the payment of principal or interest remain unclaimed for two years, the
Trustee and the Paying Agent will repay the funds to the Issuer at its written
request. After that, all liability of the Trustee and such Paying Agent with
respect to such funds shall cease.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Legal
      Defeasance and Covenant Defeasance.

            


    

    


    The Issuer
may be discharged from its obligations under the Securities and under the
Indenture with respect to the Securities except for certain provisions thereof,
and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities,
in each case upon satisfaction of certain conditions specified in the
Indenture.

    


    
      	
              9.

            	
              Amendment;
      Supplement; Waiver.

            


    

    


    Subject to
certain exceptions, the Securities and the provisions of the Indenture relating
to the Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
of all series then outstanding affected by such amendment or supplement (voting
as one class), and any existing Default or Event of Default or compliance with
certain provisions may be waived with the consent of the Holders of a majority
in aggregate principal amount of all the Securities of such series, each series
voting as a separate class, (or of all the Securities, as the case may be,
voting as a single class) then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities, or make any other change that does not adversely affect the rights
of any Holder of a Security.

    


    
      	
              10.

            	
              Defaults
      and Remedies.

            


    

    


    If an
Event of Default (other than certain bankruptcy Events of Default with respect
to the Issuer) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of Securities of this series then outstanding
(voting as a separate class) may declare all of the Securities to be due and
payable immediately in the manner and with the effect provided in the Indenture.
If a bankruptcy Event of Default with respect to the Issuer occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of all series of Securities then outstanding (treated as one class) may
declare all of the Securities to be due and payable immediately in the manner
and with the effect provided in the Indenture.  Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    continuing
Defaults or Events of Default if it determines that withholding notice is in
their interest.

    


    
      	
              11.

            	
              Subordination.

            


    

    


    Reference
is made to the Indenture, including, without limitation, provisions
subordinating the payment of principal of and premium, if any, and interest on
the Securities to the prior payment in full of all Senior Indebtedness as
defined in the Indenture.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this
place.

    


    
      	
              12.

            	
              Trustee
      Dealings with Issuer.

            


    

    


    The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Issuer as if
it were not the Trustee.

    


    
      	
              13.

            	
              No
      Recourse Against Others.

            


    

    


    No
stockholder, director, officer, employee or incorporator, as such, of the Issuer
or any successor Person thereof shall have any liability for any obligation
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the
Securities.

    


    
      	
              14.

            	
              Authentication.

            


    

    


    This
Security shall not be valid until the Trustee manually signs the certificate of
authentication on this Security.

    


    
      	
              15.

            	
              Abbreviations
      and Defined Terms.

            


    

    


    Customary
abbreviations may be used in the name of a Holder of a Security or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

    


    
      	
              16.

            	
              CUSIP
      Numbers.

            


    

    


    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Securities as a convenience to the Holders of the Securities.
No

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    representation
is made as to the accuracy of such numbers as printed on the Securities and
reliance may be placed only on the other identification numbers printed
hereon.

    


    
      	
              17.

            	
              Governing
      Law.

            


    

    


    The laws
of the State of New York shall govern the Indenture and this Security
thereof.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    ASSIGNMENT
FORM

    


    


    I or we
assign and transfer this Security to

     

    
       

      
        	 
	

                (Print
      or type name, address and zip code of assignee or
    transferee)

              
	 
	 
	
                (Insert Social
      Security or other identifying number of assignee or
      transferee)

              


      

       

    

     

    and
irrevocably appoint ______________________________________________ agent to
transfer this Security on the books of the Issuer.  The agent may
substitute another to act for him.

     

     

    


     

    
      	Dated:	  	 	Signed:	 	 
	 	 	 	 	
              (Signed
      exactly as name appears

              on
      the other side of this Security)

            	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    
      	Signature
      Guarantee:	  	 	 	 	 
	 	
              Participant
      in a recognized Signature Guarantee
      Medallion Program (or other signature
      guarantor program reasonably acceptable
      to the Trustee)

            	 	 	 	 
	 	 	 	 	 	 	 


    

     

     

    9