0001193125-09-132573 Sample Contracts

EXCHANGE AGREEMENT dated as of June 17, 2009 between E*TRADE FINANCIAL CORPORATION and CITADEL EQUITY FUND LTD.
Exchange Agreement • June 17th, 2009 • E Trade Financial Corp • Savings institution, federally chartered • New York

EXCHANGE AGREEMENT, dated as of June 17, 2009 (this “Agreement”), 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 this Agreement, “CEFL”).

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SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 17th, 2009 • E Trade Financial Corp • Savings institution, federally chartered • New York

This Amendment dated as of June 17, 2009 (this “Amendment”) to the Rights Agreement, dated as of July 9, 2001, as amended as of November 27, 2007 (the “Rights Agreement”), is entered into between E*TRADE Financial Corporation (formerly known as E*TRADE Group, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.

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