Morgan Stanley & Co. IncorporatedCitadel L P • April 27th, 2011 • Savings institution, federally chartered
Each of the undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with E*TRADE Financial Corporation, a Delaware corporation (the “Company”) and the Selling Stockholder, providing for the public offering (the “Public Offering”) by you of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
E*TRADE FINANCIAL CORPORATION 27,500,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2011 • Citadel L P • Savings institution, federally chartered • New York
Citadel Equity Fund Ltd., a stockholder (the “Selling Stockholder”) of E*TRADE Financial Corporation, a Delaware corporation (the “Company”), proposes to sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) 27,500,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) subject to the terms and conditions described below (this “Agreement”).
