E*TRADE FINANCIAL CORPORATION Common Stock ($0.01 par value per share) DISTRIBUTION AGREEMENTDistribution Agreement • September 14th, 2009 • E Trade Financial Corp • Savings institution, federally chartered • New York
E*TRADE Financial Corporation, a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Sandler”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $150,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.
FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 14th, 2009 • E Trade Financial Corp • Savings institution, federally chartered • New York
This Amendment dated as of September 11, 2009 (this “Amendment”) 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”) amends the Rights Agreement, dated as of July 9, 2001, as amended (the “Rights Agreement”), between the Company and the Rights Agent. Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
