AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • June 22nd, 2009 • Citadel L P • Savings institution, federally chartered • New York
This AMENDMENT NO. 1, dated as of June 22, 2009 (this “Amendment”), between E*TRADE Financial Corporation, a Delaware corporation (the “Company”), and Citadel Equity Fund Ltd., a Cayman Islands company (together with any of its permitted assignees pursuant to the Exchange Agreement, “CEFL”) amends that certain Exchange Agreement, dated as of June 17, 2009 (the “Exchange Agreement”), between the Company and CEFL.
DATE: June 18, 2009 TO: Citadel Equity Fund Ltd. (“CEFL”) FROM: Wingate Capital Ltd. (“WING”) RE: CONFIRMATION OF PERFORMANCE COLLAR TRANSACTIONConfirmation of Performance Collar Transaction • June 22nd, 2009 • Citadel L P • Savings institution, federally chartered
This Confirmation hereby incorporates by reference the 2006 ISDA Definitions (the “Swap Definitions”), and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the Swap Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern.
