Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Gregory Framke, Executive Vice President and Chief Operating Officer, is leaving E*TRADE Financial Corporation (the "Company") to pursue other opportunities. His employment as an officer ended on February 4, 2013, but the Company expects that he will act as an advisor to the Company for a transition period through March 2013. Mr. Framke will be eligible to receive separation benefits in accordance with his employment agreement dated January 1, 2012.