EXHIBIT 99.1

E*TRADE Common Stock Offering

Investor Presentation

June 2009

Donald H. Layton, Chairman & CEO

Robert V. Burton, EVP & Bank President

Bruce P. Nolop, EVP & CFO

This presentation contains confidential information and may not be disclosed without

E*TRADE FINANCIAL Corporation’s written permission.

Exhibit 99.1

Notice to Investors

Forward-Looking Statements

The

statements

contained

this

presentation

that

are

forward

looking

are

based

current

expectations

that

are

subject

number

uncertainties

and

risks,

and

actual

results

may

differ

materially.

Such

statements

include

those

relating

the

ability

the

Company

complete

the

offering,

complete

the

proposed

debt

exchange

and

thereby

reduce

interest

expense

and

debt

burden,

strengthen

its

capital

structure

and

ensure

long-term

success

its

core

trading

and

investing

business.

The

uncertainties

and

risks

include,

but

are

not

limited

to,

potential

negative

regulatory

consequences

resulting

from

actions

the

Office

Thrift

Supervision

other

regulators,

underparticipation

this

offering

the

proposed

debt

exchange,

given

that

there

are

binding

agreements

with

any

holder

the

Company’s

debt

securities

other

than

Citadel,

and

potential

failure

obtain

regulatory

and

shareholder

approval

for

the

proposed

debt

exchange

and

matters.

Additional

uncertainties

and

risks

affecting

the

business,

financial

condition,

results

operations

and

prospects

the

Company

include,

but

are

not

limited

to,

potential

changes

market

activity,

anticipated

changes

the

rate

new

customer

acquisition,

the

conversion

new

visitors

the

site

customers,

the

activity

customers

and

assets

held

the

institution,

seasonality,

macro

trends

the

economy

general

and

the

residential

real

estate

market,

instability

the

consumer

credit

markets

and

credit

trends,

rising

mortgage

interest

rates,

tighter

mortgage

lending

guidelines

across

the

industry,

increased

mortgage

loan

delinquency

and

default

rates,

portfolio

growth,

portfolio

seasoning

and

resolution

through

collections,

sales

charge-offs,

the

development

and

enhancement

products

and

services,

competitive

pressures

(including

price

competition),

system

failures,

economic

and

political

conditions,

including

changes

the

U.S.

Treasury’s

Troubled

Asset

Relief

Program,

changes

consumer

behavior

and

the

introduction

competing

products

having

technological

and/or

other

advantages.

encourage

all

investors

read

and

consider

the

risks

discussed

the

“Risk

Factors”

section

our

preliminary

prospectus

supplement

dated

June

17,

2009

for

complete

understanding

the

risks

associated

with

investment

the

Company.

Further

information

about

these

risks

and

uncertainties

can

found

the

information

included

incorporated

the

annual,

quarterly

and

current

reports

Form

10-K,

Form

10-Q

and

Form

8-K

previously

filed

E*TRADE

FINANCIAL

Corporation

with

the

Securities

and

Exchange

Commission

(“SEC”)

(including

information

under

the

caption

“Risk

Factors”).

Any

forward-looking

statement

included

this

release

speaks

only

the

date

this

communication;

the

Company

disclaims

any

obligation

update

any

information.

Notice to Investors

Proxy Statement

In connection with the Special Meeting of Stockholders, E*TRADE FINANCIAL Corporation is filing a

preliminary proxy statement with the SEC and expects to file a definitive proxy statement as soon as

practicable and to mail a definitive proxy statement to stockholders as soon as practicable.

STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT

WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS TO BE PRESENTED AND

VOTED UPON. Stockholders may also obtain a copy of the definitive proxy statement and any other

relevant documents filed by E*TRADE FINANCIAL Corporation for free at the SEC web site at

www.sec.gov. The definitive proxy statement and other documents also may be obtained for free from

E*TRADE FINANCIAL Corporation, Attn: Corporate Secretary, 135 East 57th Street, New York, New

York 10022.

E*TRADE FINANCIAL Corporation and its directors, executive officers and other members of

management and employees may be deemed participants in the solicitation of proxies and voting

instructions for the 2009 Special Meeting of Stockholders. Information concerning the interests of these

persons, if any, in the matters to be voted upon is set forth in the proxy statement.

Registration Statement

The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with

the SEC for the offering to which this communication relates. Before you invest, you should read the

prospectus in that registration statement, the prospectus supplement and other documents the issuer

has filed with the SEC for more complete information about the issuer and this offering. You may get

these documents for free by visiting IDEA on the SEC Web site at www.sec.gov. Alternatively, the

issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus

and prospectus supplement if you request it by calling J.P. Morgan Securities Inc. toll-free at

866.430.0686 or Sandler O’Neill & Partners, L.P. toll-free at 866.805.4128.

Offering Summary

Thursday,

June 18

Expected pricing:

90 days for Company, Management, Directors and Citadel

Lock-up provisions:

$400 million

Transaction Size:

E*TRADE Securities LLC

Co-Manager:

J.P. Morgan Securities Inc. and Sandler O'Neill + Partners, L.P.

Lead Book-Running Managers:

$50 –

100 million participation at the offering price

Citadel Commitment:

Debt Exchange: Minimum $800MM exchange of Notes due

2011 and 2017 for zero-coupon convertible debt due 2019

Other Capital Action:

Primarily to contribute equity capital to E*TRADE Bank

General corporate purposes

Use of Proceeds:

Follow-on Public Common Stock Offering

Type of Offering:

E*TRADE FINANCIAL Corporation (NASDAQ: ETFC)

Issuer:

$1.2 Billion Capital Strengthening Plan

Overview

Thriving online brokerage business

Demonstrating leadership in industry with strong secular growth

trends

Continuing to exceed expectations and remaining competitive among

largest online brokers

Strategically investing for long term growth

Improving loan performance trends

Showing meaningful signs of improvement

Proactively strengthening capital structure

Reducing balance sheet risk

Bolstering Bank capital ratios

Reducing Parent debt burden

Thriving Online Brokerage Business

Excellent growth through market downturn

Trading and account growth match leading competitors

Market recognition of industry leadership

Profit and growth through discipline and focus

Emphasis on core customer franchise

Disciplined management: expense, profit, service quality

Full investment pipeline

Marketing to drive account acquisition

Thriving Online Brokerage Business

161

185

204

181

172

184

216

184

182

215

230

239

100

125

150

175

200

225

250

Daily Average Revenue Trades

Online Brokerage Business:

Customer DART growth exceeding expectations…

DARTs Indexed to Q1 2008

100

105

110

115

120

125

130

135

140

ETFC

AMTD

SCHW

Online Brokerage Business :

…and at levels competitive within largest online brokers

2,716

2,449

2,475

2,492

2,453

2,478

2,501

2,520

2,597

2,623

2,661

2,693

2,611

2,300

2,350

2,400

2,450

2,500

2,550

2,600

2,650

2,700

2,750

2,800

Brokerage Accounts

Online Brokerage Business:

Total

Customer

Accounts

May-09:

4,541

5% y/y

increase

Continued record brokerage and total customer accounts

76%

124%

120%

167%

161%

150%

199%

239%

213%

50%

100%

150%

200%

250%

Gross New Brokerage Accounts / Attriting Brokerage Accounts

Online Brokerage Business:

Improved brokerage account replacement rate

Attrition Rate

(1)

08:

17%

09:

13%

(1)(a)

Online Brokerage Business:

Continued third-party recognition as best in class

$294

$355

$490

$354

$319

$296

$321

$100

$200

$300

$400

$500

$600

Total Corporate Operating Expenses

Online Brokerage Business:

Disciplined expense management

Trailing Four Quarters (Q2 08 –

Q1 09)

40%

$834

1,230

886

344

2,064

844

$1,220

All

Segments

824

Commission, fees and other revenue

(2)

1,609

Total net revenue (pre-credit costs)

(2)

39%

$621

988

701

287

$785

Trading and

Investing segment

Operating margin (pre-credit cost)

(4)

Segment income (pre-credit cost)

(3)

Total operating expenses

Non-compensation expenses

Compensation and benefits

Net operating interest income

($ in millions)

Online Brokerage Business:

Strong Company results (pre-credit cost)

Footnoted items are non-GAAP financial measures. See the Appendix for a reconciliation to the most directly comparable GAAP financial measures.

Enhancements

Back-testing and advanced

screeners

Fixed Income, Mutual fund, ETF

tools for long term investors;

Portfolio Margining

New Products

E*TRADE Mobile Pro for

BlackBerry

and iPhone

™

Investor Resource Center

Pro Sectors & Industry Tracker

Excel Manager on Power E*TRADE

Pro

Online Brokerage Business:

Full development pipeline of tools for active traders

and long-term investors

iPhone™

trademark

Apple

Inc.

BlackBerry®

registered

trademark

RIM

Tools focused on

long-term investors

Tools focused on active traders

Online Brokerage Business:

Full development pipeline of tools for active traders

and long-term investors

Brand identification /

Features and function

Market &

Event driven

Validation tagline

Online Brokerage Business:

Highly effective advertising driving account acquisition

Improving Loan Performance Trends

Portfolio in full run-off mode

Proactively managing to reduce charge-offs

Eliminated significant risk from open lines

Comprehensive loan modification program proving successful

Portfolio showing meaningful 2009 improvements

Home equity delinquency trends show improvement

1-4 family delinquency levels stable

Building reserves ahead of charge-offs

Well-developed stress test regimen for loan portfolio

Improving Loan Performance Trends

Loan Performance:

$2.2

($0.1)

($0.7)

$3.0

Consumer

$9.5

($1.2)

($1.7)

$12.4

Home equity

($1.5)

($0.2)

Net

Charge-Offs

Loan

Balance

(5)

3/31/09

TOTAL

1-4 family Loans

($ in billions)

($6.5)

($4.1)

Net

Paydowns

(6)

$32.3

$16.9

Loan

Balance

(5)

9/30/07

$24.3

$12.6

Loan portfolio in full run-off mode

25% Decline

$0.0B

2009

$0.0B

2008

$0.7B

2003

and older

$9.5B

$1.0B

$2.3B

$4.4B

$1.1B

11%

2004

24%

2005

100%

Total

46%

2006

12%

2007

Home Equity Unpaid

Balances by Origination Vintage

Loan Performance:

Home equity delinquency trends show improvement

partly due to low 2007 vintage and overall seasoning

2007

2003

and older

2004

2005

2006

$2.0

$2.5

$3.0

$3.7

$5.6

$6.3

$7.3

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

$8.0

Undrawn Home Equity Lines

Loan Performance:

Proactively managing to reduce future charge-offs

Total Loan Put-Backs

$175MM since Q3 07

Comprehensive Loan

Modification Program

Nearly $200MM in

loans modified

Majority are permanent

interest rate reductions

Conservative reserving

$100

$200

$300

$400

$500

$600

$700

30-89 Days Delinquent

90-179 Days Delinquent

180 + Days Delinquent

Loan Performance:

Expected recovery value

Home equity delinquency trend improvement in 2009

$200

$400

$600

$800

$1,000

$1,200

30-89 Days Delinquent

90-179 Days Delinquent

180 + Days Delinquent

Loan Performance:

1-4 Family delinquency levels stabilizing in 2009

Expected recovery value

Loan Performance:

$250

$500

$750

$1,000

$1,250

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Consumer and other

1-4 family

Home equity

$1,201

$1,081

$874

$636

$566

$508

Building reserves ahead of charge-offs; provision recently declining

Over Past

6 Quarters

Provision for loan

losses

1.7x

net

charge-offs

Allowance for

loan losses

Provision for

loan losses

Net charge

-offs

Loan Performance:

$1,011

$62

$812

$137

2008

Charge-offs

$2,791

$2,131

Implied charge-offs

$257

$175

Consumer and other

2009 & 2010 Charge-offs

at SCAP Ratios

Treasury Department’s “More Adverse”

scenario applied to 12/31/08 loan balances

$1,183

$773

Low

$1,484

$1,050

High

Home equity

1-4 family

($ in millions)

Well-developed stress test regimen for credit portfolio

$1,201

Allowance

(Reserve

for

–

10)

$334

Net charge-offs

Q1 09

Proactively Strengthening Capital

Structure

Proactively Strengthening Capital Structure

Aggressive and Early Capital Actions

Successful divestitures of non-core assets

Reducing loan portfolio and balance sheet risk

Maintaining Bank capital in excess of regulatory well-capitalized

thresholds

Objectives of $1.2 Billion Capital Plan

Increasing Bank Capital

Reducing Parent debt burden

Capital Structure Actions:

$24

$69

Aircraft related assets

$25

RAA Wealth Management

$754

$145

$515

Net Proceeds

$478

$22

$429

Pre-Tax Gain

Total

IL&FS Investsmart

E*TRADE Canada

2008 Transactions

($ in millions)

Raised significant capital through divestitures of non-core assets in

2008

($14.8)

$49.4

$64.2

Total assets –

E*TRADE FINANCIAL

($9.1)

$23.3

$32.4

Loan Portfolio

($6.2)

$14.9

$21.1

Other assets

$24.4

$11.2

Balance

3/31/09

($10.4)

$34.8

Risk weighted assets –

E*TRADE Bank

($ in billions)

Balance

9/30/07

Change

Agency securities

$10.7

$0.5

Capital Structure Actions:

Total Assets

Reducing loan portfolio and balance sheet risk

$50

$100

$150

$200

$250

$300

$350

$400

6 Quarter Avg: $288MM

Capital release

(7)

from loan run-off

6 Quarter Avg: $102MM

Bank earnings

(8)

6 Quarter Avg: $186MM

Capital Structure Actions:

Strong organic capital generation to absorb loan charge-offs

Footnoted items are non-GAAP financial measures. See the Appendix for a reconciliation to the most directly comparable GAAP financial measures.

Total Proceeds

2008 Actions

$463

Total

$754

$400

$63

Total Proceeds

Non-core asset sales

Follow-on common stock offering

Current Actions

($ in millions)

Equity Drawdown Program

Capital Structure Actions:

Raising

additional

cash

for

Bank

and

enhancing

Parent

liquidity

as of 3/31/09

($ in millions)

Actual

Ratio

Excess

to well-

capitalized

Pro Forma

Ratio*

Pro Forma

Excess*

Total capital to

risk-weighted assets

11.8%

$444

13.9%

$944

Tier I Capital to

risk-weighted assets

10.5%

$1,105

12.6%

$1,605

Tier I Capital to

adjusted total assets

5.6%

$288

6.7%

$763

Capital Structure Actions:

E*TRADE Bank

*Pro

forma

includes

contributions

Bank:

$200MM

(4/01/09

–

5/31/09)

plus

$300MM

from

follow-on

common

stock

offering

Maintaining Bank capital in excess of regulatory well-capitalized

thresholds

$273

$2,186

12 ½%

Due 2017

(9)

$150

Management goal

$358

$19

$31

$35

Annual interest

expense

Senior Notes

($ in millions)

Due 2011

7 3/8%

Due 2013

7 7/8%

Due 2015

Total

Total outstanding

$435

$415

$243

$3,279

Capital Structure Actions:

Parent Company Debt Expense

Reducing

corporate interest expense through debt exchanges

Reduce Interest Expense to …

Capital Structure Actions:

Citadel commits to exchange a minimum $800 million

At least $200 million –

8% notes due 2011

least

$600

million

–

12.5%

SLN

notes

due

2017

Offer

exchange

$516

million

with

other

bondholders

Exchange all outstanding 8% notes due 2011

Exchange up to $310 million face amount of 12.5% SLN notes due 2017

Key convertible debt terms

Zero coupon

10 year maturity

Conversion price, at the offering price, subject to a collar of $1.00 to $1.20

Offering to exchange zero coupon convertible debt for

certain existing company debt

Overview

Thriving online brokerage business

Demonstrating leadership in industry with strong secular growth

trends

Continuing to exceed expectations and remaining competitive among

largest online brokers

Strategically investing for long-term growth

Improving loan performance trends

Showing meaningful signs of improvement

Proactively strengthening capital structure

Reducing balance sheet risk

Bolstering Bank capital ratios

Reducing Parent debt burden

Appendix

Q407

Q108

Q208

Q308

Q408

Q109

Beginning Excess Risk-Based Capital

192

435

695

622

524

715

Pre - credit earnings

197

183

204

188

164

181

Loan Portfolio Run-Off

156

108

101

Other

(110)

(31)

(375)

(387)

(52)

(523)

Ending Excess Risk-Based Capital

435

695

622

524

715

444

3/31/09

12/31/08

9/30/08

6/30/08

Trailing 4 Qtrs

Operating income

(251)

(348)

(436)

(105)

(1,140)

Add back:

Provision for loan losses

454

513

518

319

1,804

(Gain) loss on securities, net

(a)

(17)

160

170

Operating income (pre-credit cost)

186

176

242

230

834

Explanation of Non-GAAP Measures and Certain Metrics

Management believes that operating income (pre-credit cost) and bank earnings before taxes and before credit losses are appropriate measures for evaluating the operating and liquidity

performance of the Company. Management believes that the elimination of certain items from the related GAAP measures is helpful to investors and analysts who may wish to use some or all

of this information to analyze our current performance, prospects and valuation. Management uses non-GAAP information internally to evaluate our operating performance in formulating our

budget for future periods.

(1)

The

attrition

rate

calculated

dividing

attriting

brokerage

accounts

(a)

(annualized)

total

brokerage

accounts.

(a)

Attriting

brokerage accounts: Gross new brokerage accounts, less net new brokerage accounts

(2)

The consolidated entity excludes credits costs recorded in the Gain (loss) on loans and securities, net line item of $170MM.

(3)

Segment income (pre-credit cost) represents the operating income of the Company before loss on securities, net and provision for loan losses. This metric shows the amount of operating

income that the Company, after accruing for interest expense on its trust preferred securities, generates each quarter prior to credit related losses, primarily provision and gain (loss) on

securities.

Management

believes

this

non-GAAP

measure

useful

investors

and

analysts

indication

the

underlying

profitability

the

business

that

the

Company

intends

grow in the future. Below is a reconciliation of operating income (pre-credit cost) from GAAP operating income (dollars in millions):

(a)

(Gain)

loss

securities,

net

included

the

Gain

(loss)

loans

and

securities,

net

line

item

the

consolidated

statement

loss.

(4)

Operating margin (pre-credit cost) is the percentage of net revenue that results in income (loss) before credit costs, other income (expense), income taxes and discontinued operations.

The percentage is calculated by dividing income (loss) (pre-credit cost) before other income (expense), income taxes and discontinued operations by total net revenue.

(5)

Represents unpaid principal balances.

(6)

Net

paydowns

includes

paydowns

loans,

well

limited

origination

activity,

home

equity

advances,

repurchase

activity

and

transfers

real

estate

owned

assets.

(7)

The capital release from loan run-off only includes the decrease in risk based capital required for our 1-4 family, home equity and consumer loan portfolios. This slide does not depict the

capital impact

changes

other

risk-weighted

assets

(represented

‘other’

line

the

below

chart),

such

securities,

and

the

impact

our

provision

for

loan

losses.

Appendix

Below is a reconciliation of Bank earnings before taxes and before credit losses from Income (loss) before income taxes and discontinued operations (dollars in millions):

(a)

Excess risk-based capital is the excess capital that E*TRADE Bank has compared to the regulatory minimum well-capitalized

threshold.

(b)

Non-bank loss represents all of the Company’s subsidiaries including Corporate and Brokerage, but excluding the Bank.

(c)

(Gain) loss on securities, net is included in the Gain (loss) on loans and securities, net line item on the consolidated statement of

income (loss).

(9)

Interest on the 12 ½% Springing Lien Notes may be paid in kind (PIK) through May 2010.

3/31/09

12/31/08

9/30/08

6/30/08

3/31/08

12/31/07

Loss before income taxes and discontinued operations

(344)

(445)

(502)

(182)

(150)

(2,581)

Add back:

Non-bank loss before tax and discontinued operations(b)

Provision for loan losses

454

513

518

319

234

402

(Gain) loss on securities, net(c)

(17)

160

2,275

Impairment of goodwill

101

Bank earnings before taxes and before credit losses

181

164

188

204

183

197

About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provides financial services including trading, investing and related banking products and services to

retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are

offered

E*TRADE

Bank,

Federal

savings

bank,

Member

FDIC,

its

subsidiaries.

(8)

Bank earnings before taxes and before credit losses represents the pre-tax earnings of E*TRADE Bank Holding Company (“ETBH” or “Bank”) before

discontinued operations, loss on securities, net and provision for loan losses. This metric shows the amount of earnings that the Bank, after accruing for the

interest expense on its trust preferred securities, generates each quarter prior to credit related losses, primarily provision and gain (loss) on securities.

Management believes this non-GAAP measure is useful to investors and analysts as it is an indicator of the level of credit related losses the Bank can absorb

without causing a decline in E*TRADE Bank’s excess risk-based capital.