UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2010 • Citadel L P • Savings institution, federally chartered • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of E*TRADE Financial Corporation, a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O’Neill & Partners, L.P. and Citadel Securities LLC are acting as representatives (the “Representatives”), with respect to the sale by the Selling Stockholders, subject to the terms and conditions described below (this “Agreement”), of an aggregate of 172,000,000 shares (the “Underwritten Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 25,800,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
