E*TRADE FINANCIAL CORPORATION Common Stock ($0.01 par value per share) DISTRIBUTION AGREEMENTDistribution Agreement • May 8th, 2009 • E Trade Financial Corp • Savings institution, federally chartered • New York
E*TRADE Financial Corporation, a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“JPMS”), 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.
