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Table of Contents
Index to Financial Statements
EXHIBIT INDEX
111
Exhibit
Number
Description
2.1
Agreement and Plan of Acquisition and Reorganization at May 31, 1999 by and among the Registrant, Turbo Acquisition
Corp. and Telebanc Financial Corporation (Incorporated by reference to Exhibit 2.1 of the Company’
s Registration Statement
on Form S
-
4, Registration Statement No. 333
-
91467).
2.2
Merger Agreement made at June 14, 2000 between the Company, 3045157 Nova Scotia Company, EGI Canada Corporation,
Versus Technologies Inc., Versus Brokerage Services Inc., Versus Brokerage Services (U.S.) Inc. and Fairvest Securities
Corporation (Incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-3, Registration
Statement No. 333
-
41628).
2.3
Agreement and Plan of Mergers, Member Interest Purchase Agreement and Reorganization, dated at August 29, 2001, by and
among the Company, Dempsey LLC and the individuals and entities names therein (Incorporated by reference to Exhibit 99.1
of the Company
’
s Current Report on Form 8
-
K filed on September 19, 2001).
3.1
Certificate of Incorporation of E*TRADE Financial Corporation as currently in effect. (Incorporated by reference to Exhibit
3.1 to the Company
’
s Quarterly Report on Form 10
-
Q filed November 7, 2003)
3.2
Certificate of Designation of Series A Preferred Stock of the Company (Incorporated by reference to Exhibit 4.2 of
Amendment No. 1 to the Company
’
s Registration Statement on Form S
-
3, Registration Statement No. 333
-
41628).
3.3
Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K
filed November 9, 2000)
3.4
Certificate of Designation of Series B Participating Cumulative Preferred Stock of the Company (Incorporated by reference
to Exhibit 3.1 of the Company
’
s Form 10
-
Q filed August 14, 2001).
4.1
Specimen of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement
on Form S
-
1, Registration Statement No. 333
-
05525.)
4.2
Reference is hereby made to Exhibits 3.1, 3.2 and 3.3.
4.3
Provisions attaching to the Exchangeable Shares of EGI Canada Corporation (Incorporated by reference to Exhibit 4.1 of the
Company
’
s Registration Statement on Form S
-
3, Registration Statement No. 333
-
41628).
4.4
Indenture, dated February 1, 2000, by and between the Company and The Bank of New York. (Incorporated by reference to
Exhibit 4.4 of the Company
’
s Registration Statement on Form S
-
3, Registration Statement No. 333
-
35802).
4.5
Registration Rights Agreement, dated February 1, 2000, by and among the Company, FleetBoston Robertson Stephens Inc.,
Hambrecht & Quist LLC and Goldman, Sachs & Co. (Incorporated by reference to Exhibit 4.5 of the Company’
s Registration
Statement on Form S
-
3, Registration Statement No. 333
-
35802).
4.6
Indenture dated May 29, 2001 by and between the Company and The Bank of New York (Incorporated by reference to
Exhibit 4.1 to the Company
’
s Registration Statement on Form S
-
3, Registration Statement No. 333
-
64102).
4.7
Rights Agreement dated at July 9, 2001 between E*TRADE Financial Corporation and American Stock Transfer and Trust
Company, as Rights Agent (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-
K filed on
July 9, 2001).