0001144204-07-067885 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

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ASSIGNMENT AGREEMENT
Assignment Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered

Pursuant to Section 6.10 of the MASTER INVESTMENT AND SECURITIES PURCHASE AGREEMENT entered or expected to be entered into by and between Wingate Capital Ltd. and E*TRADE Financial Corporation (the “Company”) dated as of November 29, 2007 (the “Agreement”), Wingate hereby sells to Citadel AC Investments Ltd., subject to HSR approval, the common stock to which it is entitled to receive upon the Initial Closing, and assigns to Citadel AC Investments Ltd. all of its rights under the Agreement to obtain common stock of the Company to which Wingate is entitled after the Initial Closing.

E*TRADE Financial Corporation New York, NY 10022
Master Investment and Securities Purchase Agreement • December 17th, 2007 • Citadel L P • Savings institution, federally chartered • New York

Reference is made to the Master Investment and Securities Purchase Agreement (the “Agreement”), dated as of November 29, 2007, by and between Wingate Capital Ltd. (“Purchaser”), and E*Trade Financial Corporation (the “Company”).

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