Exhibit
      10.2 

     

    
 

    SECURITIES
      PURCHASE AGREEMENT

     

    This Securities
      Purchase Agreement (this
“Purchase Agreement”) is made as of the
      29th day of November, 2007, by and among E*TRADE Financial Corporation (the
“Company”), Investment Partners (A), LLC
      (“IP(A)”) and the additional investors listed on Schedule A
      hereto.  Each of IP(A) and the investors listed on Schedule A hereto
      is herein referred to as an “Investor”.

    


    Reference
      is made to (i) the Master Investment and Securities Purchase Agreement dated
      as
      of November 29, 2007 by and between Wingate Capital Ltd.
      (“Wingate”) and the Company (the
“Master Investment Agreement”) and (ii)
      the Registration Rights Agreement dated as of November 29, 2007 by and between
      Wingate and the Company (the “Registration Rights
      Agreement”).  Capitalized terms used but not defined herein
      have the respective meanings given to such terms in the Master Investment
      Agreement.

    


    In
      consideration of the promises and of the mutual covenants and agreements
      contained herein and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Investors,
      intending to be legally bound, hereby agree as follows:

    


    
      	
              1.  

            	
              At
                the Initial Closing (or as promptly as practicable thereafter in
                the case
                of stock certificates): (i) the Company will deliver (A) to IP(A)
                certificates for 2,420,215 shares of Common Stock and executed Springing
                Lien Notes in the aggregate principal amount of $50,000,000, (B)
                to each
                other Investor certificates for the shares of Common Stock in the
                applicable amount set forth in Schedule A registered in the name
                of such
                Investor and executed Springing Lien Notes in the applicable aggregate
                principal amount set forth in Schedule A registered in the name of
                such
                Investor which shall be reflected in one or more global notes representing
                the Springing Lien Notes and held by The Depository Trust Corporation
                or
                its nominee (or a custodian on its behalf) and (C) a commitment fee
                to
                IP(A) of $1,428,572, and a commitment fee to the other Investors
                in the
                aggregate amount of $1,428,572; and (ii) each Investor, in full payment
                for such shares of the Purchased Common Stock and such Springing
                Lien
                Notes, will deliver the applicable cash consideration for such securities
                set forth in Schedule A (or in the case of IP(A), $50,000,000) by
                wire
                transfer of immediately available funds to the account designated
                by the
                Company.  Notwithstanding the foregoing, as mutually agreed
                between the Company and each Investor, such Investor’s commitment fee may
                be netted against the applicable cash consideration payable by such
                Investor (in which case the Investor shall remit to the Company an
                amount
                equal to such cash consideration less such commitment
                fee).

            


    

     

    
      	
              2.  

            	
              The
                Company hereby: (i) makes to the Investors the same representations
                and
                warranties made by the Company to Wingate in Section 3.01 of the
                Master
                Investment Agreement to the same extent as made by the Company to
                Wingate
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                (and
                  as if each reference to “this Agreement” in such Section were a reference
                  to this Purchase Agreement and each reference to “Ancillary Document” in
                  such Section were a reference to the Registration Rights Agreement
                  and
                  Indenture only); (ii) agrees, for the benefit of the Investors,
                  to the
                  obligations set forth in Sections 4.01, 4.04(d), 4.05, 4.08 (as
                  if each
                  Investor were a “Purchaser” for purposes of such Section), 4.09 and 4.10
                  (with respect to the Securities issued to the Investors pursuant
                  to this
                  Purchase Agreement), 4.12 and 4.14 of the Master Investment Agreement
                  and
                  (iii) agrees that the Investors shall be treated as “Purchaser
                  Indemnitees” for purposes of the indemnification provisions in Section
                  6.09 of the Master Investment Agreement with respect to any
                  misrepresentation, breach of warranty or breach of covenant or
                  obligation
                  under this Purchase Agreement by the Company (it being acknowledged
                  and
                  agreed by the Investors, for the avoidance of doubt, that they
                  shall be
                  responsible for their pro rata share of the Deductible and shall
                  be
                  subject to their pro rata share of the cap provided for in Section
                  6.09(d)
                  of the Master Investment Agreement, calculated based on the aggregate
                  purchase price payable by the Investors for the Springing Lien
                  Notes
                  pursuant to this Purchase Agreement as a proportion of the aggregate
                  purchase price payable by Purchaser for the Springing Lien Notes
                  issuable
                  to Purchaser pursuant to the Master Investment
                  Agreement).

              


      

       

    

    
      	
              3.  

            	
              Each
                of the Investors hereby: (i) makes to the Company the same representations
                and warranties made by the Purchaser to the Company in Section 3.02
                of the
                Master Investment Agreement (other than Section 3.02(i)) and the
                same
                acknowledgements as made by the Purchaser to the Company in Section
                4.04(a), (b) and (c) of the Master Investment Agreement, in each
                case as
                if each Investor were a “Purchaser” for purposes of such Sections and to
                the same extent as made by Purchaser to the Company (and as if each
                reference to “this Agreement” in such Section were a reference to this
                Purchase Agreement and each reference to “Ancillary Document” in such
                Section were a reference to the Registration Rights Agreement and
                Indenture only); (ii) agrees to the obligation set forth in Section
                4.01
                of the Master Investment Agreement and (iii) agrees to indemnify
                the
                Company Indemnitees with respect to any misrepresentation, breach
                of
                warranty or breach of covenant or obligation under this Purchase
                Agreement
                by any Investor to the same extent as the indemnity provided by the
                Purchaser to the Company Indemnitees in Section 6.09(b) of the Master
                Investment Agreement.

            


    

     

    
      	
              4.  

            	
              Each
                Investor hereby acknowledges and agrees that, by its execution of
                this
                Purchase Agreement, such Investor shall be deemed to be a party to
                the
                Registration Rights Agreement as of the date hereof and shall have
                all of
                the rights and observe all of the obligations of a “Holder” (as defined in
                the Registration Rights Agreement)
                thereunder.

            


    

    


    Sections
      6.01, 6.02, 6.03, 6.05, 6.06, and Sections 6.10 through 6.19 (other than Section
      6.16), of the Master Investment Agreement shall apply to this Purchase
      Agreement, mutatis mutandis.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have executed this Purchase Agreement on the day
      and
      year first above written.

     

     

    
      	
              E*TRADE
                FINANCIAL CORPORATION  

            
	 
	 
	 
	
              By:

            	/s/
              Robert J. Simmons	 
	 	
              Name:

            	Robert
              J. Simmons	 
	 	
              Title:

            	Chief
              Financial Officer	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              INVESTMENT
                PARTNERS (A), LLC

              BY:       BAA
                CO-INVESTMENT FUND

              (GENPAR),
                LLC, ITS MANAGER

               

              BY:     BLACKROCK
                ALTERNATIVE

              ADVISORS
                GP HOLDINGS, LLC, ITS SOLE

              MEMBER

               

              BY:     BLACKROCK
                FINANCIAL

              MANAGEMENT,
                INC., ITS MANAGING

              MEMBER

                

            
	
              By:

            	/s/
              Bryan K. White	 
	 	
              Name: 

            	Bryan
              K. White	 
	 	
              Title:

            	Managing
              Director	 
	 	 	 	 
	 	 	 	 
	
              By:

            	/s/
              Marie M. Bender	 
	 	
              Name:

            	Marie
              M. Bender	 
	 	
              Title: 

            	Managing
              Director	 


    

    


     

    
      	
              BLACKROCK
                FINANCIAL MANAGEMENT, INC.

              in
                its capacity as Sub-Adviser to, agent for and solely 

              with
                respect to the assets of each of the entities listed on Schedule
                A

                

            
	
              By:

            	/s/
              Mark Williams	 
	 	
              Name:

            	Mark
              Williams	 
	 	
              Title:  

            	Managing
              Director