0001144204-08-003039 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • January 18th, 2008 • 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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E*TRADE Financial Corporation New York, NY 10022
Master Investment and Securities Purchase Agreement • January 18th, 2008 • Citadel L P • Savings institution, federally chartered • New York

Reference is made to the Master Investment and Securities Purchase Agreement, dated as of November 29, 2007 and as amended by that certain letter agreement dated December 12, 2007 (as so amended, the “Agreement”), by and between Wingate Capital Ltd. (“Purchaser”), and E*Trade Financial Corporation (the “Company”). The Purchaser and the Company desire to further amend the Agreement and the Registration Rights Agreement as set forth in this letter agreement. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to such terms in the Agreement.

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