0001144204-08-026314 Sample Contracts

E*TRADE Financial Corporation New York, NY 10022
Master Investment and Securities Purchase Agreement • May 6th, 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, that certain letter agreement dated January 18, 2008 (the “January Amendment”) and that certain letter agreement dated March 27, 2008 (the “March Amendment”) (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 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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