Exhibit
        4.1

       

      EXECUTION
        VERSION


    

     

     

    


     

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    By
      and
      Between

     

    WINGATE
      CAPITAL LTD.

     

    and

     

    E*TRADE
      FINANCIAL CORPORATION

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              Table
                of Contents

            


    

    
      
        	 	 	
                Page

              
	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                1

              
	
                Section
                  1.1.

              	
                Certain
                  Defined Terms

              	
                1

              
	
                Section
                  1.2.

              	
                Terms
                  Generally

              	
                4

              
	 	 	 
	
                ARTICLE
                  II

              	
                REGISTRATION
                  RIGHTS

              	
                5

              
	
                Section
                  2.1.

              	
                Shelf
                  Registration

              	
                5

              
	
                Section
                  2.2.

              	
                Demand
                  Registrations

              	
                6

              
	
                Section
                  2.3.

              	
                Piggyback
                  Registrations

              	
                8

              
	
                Section
                  2.4.

              	
                Lock-Up
                  Agreements; Restrictions on the Company

              	
                9

              
	
                Section
                  2.5.

              	
                Registration
                  Procedures

              	
                9

              
	
                Section
                  2.6.

              	
                Indemnification.

              	
                15

              
	
                Section
                  2.7.

              	
                Rule
                  144; Rule 144A

              	
                17

              
	
                Section
                  2.8.

              	
                Underwritten
                  Registrations

              	
                18

              
	
                Section
                  2.9.

              	
                Registration
                  Expenses

              	
                18

              
	
                Section
                  2.10.

              	
                Other
                  Agreements

              	
                19

              
	
                Section
                  2.11.

              	
                Securities
                  Held by the Company or its Subsidiaries

              	
                19

              
	 	 	 
	
                ARTICLE
                  III

              	
                MISCELLANEOUS

              	
                19

              
	
                Section
                  3.1.

              	
                Conflicting
                  Agreements

              	
                19

              
	
                Section
                  3.2.

              	
                Termination

              	
                19

              
	
                Section
                  3.3.

              	
                Amendment
                  and Waiver

              	
                19

              
	
                Section
                  3.4.

              	
                Severability

              	
                19

              
	
                Section
                  3.5.

              	
                Entire
                  Agreement

              	
                19

              
	
                Section
                  3.6.

              	
                Successors
                  and Assigns

              	
                20

              
	
                Section
                  3.7.

              	
                Counterparts;
                  Execution by Facsimile Signature

              	
                20

              
	
                Section
                  3.8.

              	
                Remedies

              	
                20

              
	
                Section
                  3.9.

              	
                Notices

              	
                20

              
	
                Section
                  3.10.

              	
                Governing
                  Law; Consent to Jurisdiction

              	
                21

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT dated as of November 29, 2007, by and between Wingate Capital
      Ltd. (“Purchaser”) and E*TRADE Financial Corporation, a
      Delaware corporation (the “Company”).

     

    WHEREAS,
      the Company and Purchaser have entered into a Master Investment and Securities
      Purchase Agreement, dated as of November 29, 2007 (as amended, supplemented,
      restated or otherwise modified from time to time, the “Investment
      Agreement”), pursuant to and subject to the terms and conditions of
      which, among other things, the Company has agreed to issue the Purchased Common
      Stock (as such term is defined in the Investment Agreement) and the Springing
      Lien Notes (as such term is defined in the Investment Agreement) (the
“Notes”);
      and

     

    WHEREAS,
      pursuant to the Investment Agreement, the Company has agreed to provide to
      Purchaser certain rights as set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      obligations hereinafter set forth, the parties hereto hereby agree as
      follows:

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.1.     Certain Defined Terms.  As
      used herein, the following terms shall have the following meanings:

     

    “Action”
      means any legal, administrative, regulatory or other suit, action, claim, audit,
      assessment, arbitration or other proceeding, investigation or
      inquiry.

     

    “Affiliate”
      shall mean, with respect to any Person, any other Person which directly or
      indirectly controls or is controlled by or is under common control with such
      Person. As used in this definition, “control”(including its correlative
      meanings, “controlled by” and “under common control with”) shall mean
      possession, directly or indirectly, of power to direct or cause the direction
      of
      management or policies (whether through ownership of securities or partnership
      or other ownership interests, by contract or otherwise). To the extent that
      any
      such term is used in relation to or in connection with any statute and the
      definition of such term in such statute is broader or different, then, in such
      context, such term shall have the meaning set forth in such
      statute.

     

    “Agreement”
      means this Registration Rights Agreement as it may be amended, supplemented,
      restated or modified from time to time.

     

    “Beneficial
      Ownership” by a Person of any securities includes ownership by any
      Person who, directly or indirectly, through any contract, arrangement,
      understanding, relationship or otherwise, has or shares (i) voting power which
      includes the power to vote, or to direct the voting of, such security; and/or
      (ii) investment power which includes the power to dispose, or to direct the
      disposition, of such security; and shall otherwise be interpreted in accordance
      with the term

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “beneficial
      ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act;
provided , that for purposes of determining Beneficial Ownership, in no
      event will Purchaser be deemed to Beneficially Own any securities which it
      has
      the right to acquire pursuant to this Agreement unless, and then only to the
      extent that, Purchaser shall have actually exercised such right. The term
“Beneficially Own” shall have a correlative
      meaning.

     

    “Business
      Day” means any day, other than a Saturday, Sunday or a day on which
      banking institutions in New York, New York are authorized or obligated to
      close.

     

    “Capital
      Stock” means, with respect to any Person at any time, any and all
      shares, interests, participations or other equivalents (however designated,
      whether voting or non-voting) of capital stock, partnership interests (whether
      general or limited) or equivalent ownership interests in or issued by such
      Person.

     

    “Common
      Stock” shall mean the shares of common stock, par
      value $0.01 per share, of the Company.

     

    “Covered
      Securities” means any shares of Purchased Common Stock and any
      Notes.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the
      rules and regulations promulgated by the SEC from time to time
      thereunder.

     

    “Form
      S-3” means such form under the Securities Act as
      is in effect on the date hereof or any successor registration form under the
      Securities Act subsequently adopted by the SEC which permits inclusion or
      incorporation of substantial information by reference to other documents filed
      by the Company with the SEC.

     

    “Governmental
      Entity” shall mean any court, administrative agency or commission
      or other governmental authority or instrumentality, whether federal, state,
      local or foreign and any applicable industry self-regulatory
      organization.

     

    “Holders”
      means Purchaser and any Transferee of Registrable Securities.

     

    “Holders’
      Representative” means Purchaser or any other Holder designated by
      Purchaser as a Holders’ Representative.

     

    “Indenture”
      means the Indenture, dated as of November 29, 2007, between the Company and
      The
      Bank of New York, as trustee (the “Trustee”), pursuant to which the Notes are to
      be issued, as such Indenture is amended, modified or supplemented from time
      to
      time in accordance with the terms thereof.

     

    “Issuer
      Free Writing Prospectus” means an issuer free writing prospectus,
      as defined in Rule 433 under the Securities Act, relating to an offer of the
      Registrable Securities.

     

    “Law”
      means any statute, law, code, ordinance, rule or regulation of any Governmental
      Entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Other
      Securities” means shares of Capital Stock of the Company which are
      contractually entitled to registration rights or which the Company is
      registering pursuant to a registration statement covered by Section
      2.3.

     

    “Person”
      means any individual, corporation, limited liability company, limited or general
      partnership, joint venture, association, joint stock company, trust,
      unincorporated organization, government or any agency or political subdivisions
      thereof or any group (within the meaning of Section 13(d)(3) of the Exchange
      Act) comprised of two or more of the foregoing.

     

    “Prospectus”
      means the prospectus included in any Registration Statement (including a
      prospectus that discloses information previously omitted from a prospectus
      filed
      as part of an effective Registration Statement in reliance upon Rule 430A
      promulgated under the Securities Act), as amended or supplemented by any
      prospectus supplement with respect to the terms of the offering of any portion
      of the Registrable Securities covered by such Registration Statement, any Issuer
      Free Writing Prospectus related thereto, and all other amendments and
      supplements to such prospectus, including post-effective amendments, and all
      material incorporated by reference or deemed to be incorporated by reference
      in
      such prospectus.

     

    “Registrable
      Securities” means the Covered Securities and any securities which
      may be issued or distributed in respect thereof by way of stock dividend or
      stock split or other distribution, recapitalization or reclassification. As
      to
      any particular Registrable Securities, such Registrable Securities shall cease
      to be Registrable Securities when (i) a registration statement with respect
      to
      the sale by the Holder thereof shall have been declared effective under the
      Securities Act and such securities shall have been disposed of in accordance
      with such registration statement, (ii) they shall have been distributed to
      the
      public in accordance with Rule 144 or they could be sold pursuant to Rule 144(k)
      without volume limitation or other restrictions on transfer thereunder or (iii)
      they shall have ceased to be outstanding.

     

    “Registration
      Statement” means any registration statement of the Company under
      the Securities Act which permits the public offering of any of the Registrable
      Securities pursuant to the provisions of this Agreement, including the
      Prospectus, amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits and all material incorporated by
      reference or deemed to be incorporated by reference in such registration
      statement.

     

    “Rule
      144” means Rule 144 under the Securities Act.

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities
      Act” means the U.S. Securities Act of 1933, as amended, and the
      rules and regulations promulgated by the SEC from time to time
      thereunder.

     

    “Selling
      Holder” means each Holder of Registrable Securities included in a
      registration pursuant to Article II.

     

    “Shelf
      Registration Statement” means a Registration Statement of the
      Company filed with the SEC on either (a) Form S-3 (or any successor form or
      other appropriate form under the Securities Act) or (b) if the Company is not
      permitted to file a Registration Statement on Form S-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3,
      an
      evergreen Registration Statement on Form S-1 (or any successor form or other
      appropriate form under the Securities Act), in each case for an offering to
      be
      made on a continuous or delayed basis pursuant to Rule 415 under the Securities
      Act covering Registrable Securities. To the extent the Company is a well-known
      seasoned issuer (as defined in Rule 405 under the Securities Act), a “Shelf
      Registration Statement” shall be deemed to refer to an automatic shelf
      registration statement (as defined in Rule 405 under the Securities Act) (an
      “automatic shelf registration statement”) on Form
      S-3.

     

    “Subsidiary”
      shall mean, with respect to any Person, any other Person of which 50% or more
      of
      the shares of the voting securities or other voting interests are owned or
      controlled, or the ability to select or elect 50% or more of the directors
      or
      similar managers is held, directly or indirectly, by such first Person or one
      or
      more of its Subsidiaries, or by such first Person and one or more of its
      Subsidiaries.

     

    “TIA”
      means the Trust Indenture Act of 1939, as in effect on the date the Indenture
      is
      qualified under that act.

     

    “Transfer”
      means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
      hypothecate or similarly dispose of, or to enter into any contract, option
      or
      other arrangement or understanding with respect to the sale, transfer,
      assignment, pledge, encumbrance, hypothecation or similar
      disposition.

     

    “Transferee”
      means any of (i) the transferee of all or any portion of the Registrable
      Securities held by Purchaser or (ii) the subsequent transferee of all or any
      portion of the Registrable Securities held by any Transferee; provided,
      that no Transferee shall be entitled to any benefits of a Transferee hereunder
      unless such Transferee executes and delivers to the Company an instrument
      substantially in the form provided as Exhibit A attached
      hereto.

     

    Section
      1.2.  Terms
      Generally.  The definitions in Section 1.1 shall apply equally to
      both the singular and plural forms of the terms defined. Whenever the context
      may require, any pronoun shall include the corresponding masculine, feminine
      and
      neuter forms. The words “include”, “includes” and “including” shall be deemed to
      be followed by the phrase “without limitation”, unless the context expressly
      provides otherwise. All references herein to Sections, paragraphs,
      subparagraphs, clauses, Exhibits or Schedules shall be deemed references to
      Sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules
      to
      this Agreement, unless the context requires otherwise. Unless otherwise
      expressly defined, terms defined in this Agreement have the same meanings when
      used in any Exhibit or Schedule hereto. Unless otherwise specified, the words
      “this Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and other words
      of similar import refer to this Agreement as a whole (including the Schedules
      and Exhibits) and not to any particular provision of this Agreement. The term
      “or” is not exclusive. The word “extent” in the phrase “to the extent” shall
      mean the degree to which a subject or other thing extends, and such phrase
      shall
      not mean simply “if”. Unless expressly stated otherwise, any Law defined or
      referred to herein means such Law as from time to time amended, modified or
      supplemented, including by succession of comparable successor Laws and
      references to all attachments thereto and instruments incorporated therein.
      References to a Person are also to its permitted successors and assigns. The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    meaning
      or
      interpretation of this Agreement.

     

    ARTICLE
      II


     

    REGISTRATION
      RIGHTS

     

    Section
      2.1.           
Shelf Registration.  Within 10 days following the filing by the
      Company with the SEC of its Annual Report on Form 10-K for calendar year 2007,
      the Company shall file with the SEC a Shelf Registration Statement relating
      to
      the offer and sale of all of the Registrable Securities by the Holders from
      time
      to time in accordance with the methods of distribution elected by such Holders
      and set forth in the Shelf Registration Statement and shall use its reasonable
      best efforts to cause such Shelf Registration Statement to be declared effective
      under the Securities Act as promptly as practicable after the filing
      thereof.

     

    (a)           The
      Company shall use its reasonable best efforts to keep such Shelf Registration
      Statement continuously effective under the Securities Act in order to permit
      the
      Prospectus forming a part thereof to be usable by Holders until the earlier
      of
      (i) the date as of which all Registrable Securities have been sold pursuant
      to
      the Shelf Registration Statement or another Registration Statement filed under
      the Securities Act (but in no event prior to the applicable period referred
      to
      in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) the
      date
      as of which each of the Holders is permitted to sell its Registrable Securities
      without Registration pursuant to Rule 144(k) under the Securities Act without
      volume limitation or other restrictions on transfer thereunder (such period
      of
      effectiveness, the “Shelf Period”). Subject to Section 2.1(c), the Company shall
      not be deemed to have used its reasonable best efforts to keep the Shelf
      Registration Statement effective during the Shelf Period if the Company
      voluntarily takes any action or omits to take any action that would result
      in
      Holders of Registrable Securities covered thereby not being able to offer and
      sell any Registrable Securities pursuant to such Shelf Registration Statement
      during the Shelf Period, unless such action or omission is required by
      applicable Law. The Company shall use its commercially reasonable best efforts
      to remain a well-known seasoned issuer (as defined in Rule 405 under the
      Securities Act) and to not become an ineligible issuer (as defined in Rule
      405
      under the Securities Act) during the Shelf Period.

     

    (b)           The
      Company shall be entitled to postpone (but not more than once in any 6-month
      period), for a reasonable period of time not in excess of 60 days, the filing
      or
      initial effectiveness of, or suspend the use of, a Shelf Registration Statement
      if the Company delivers to the Holders’ Representative a certificate signed by
      both the Chief Executive Officer and Chief Financial Officer of the Company
      certifying that, in the good faith judgment of the Board of Directors of the
      Company, such registration, offering or use would reasonably be expected to
      materially adversely affect or materially interfere with any bona fide material
      financing of the Company or any material transaction under consideration by
      the
      Company or would require the disclosure of information that has not been, and
      is
      not otherwise required to be, disclosed to the public, the premature disclosure
      of which would materially adversely affect the Company. Such certificate shall
      contain, if requested by the Holders’ Representative (and subject to their
      entering into a customary confidentiality obligation as to such information),
      a
      reasonably detailed statement of the reasons for such postponement or suspension
      and an approximation of the anticipated delay.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)           If
      any of the Registrable Securities to be sold pursuant to a Shelf Registration
      Statement are to be sold in a firm commitment underwritten offering, and the
      managing underwriter(s) of such underwritten offering advise the Holders in
      writing that it is their good faith opinion that the total number or dollar
      amount of Registrable Securities proposed to be sold in such offering, together
      with any Other Securities proposed to be included by holders thereof which
      are
      entitled to include securities in such Registration Statement, exceeds the
      total
      number or dollar amount of such securities that can be sold without having
      an
      adverse effect on the price, timing or distribution of the Registrable
      Securities to be so included together with all such Other Securities, then
      there
      shall be included in such firm commitment underwritten offering the number
      or
      dollar amount of Registrable Securities and such Other Securities that in the
      opinion of such managing underwriter(s) can be sold without so adversely
      affecting such offering, and such number of Registrable Securities and Other
      Securities shall be allocated for inclusion as follows:

     

    (i)           first,
      the Registrable Securities for which inclusion in such underwritten offering
      requested by the Holders, pro rata (if applicable), based on the number of
      Registrable Securities Beneficially Owned by each such Holder; and

     

    (ii)           second,
      among any holders of Other Securities, pro rata, based on the number of Other
      Securities Beneficially Owned by each such holder of Other
      Securities.

     

    (d)           The
      Holders’ Representative shall have the right to notify the Company that it has
      determined that the Shelf Registration Statement be abandoned or withdrawn,
      in
      which event the Company shall promptly abandon or withdraw such Shelf
      Registration Statementand the Holders’ Representative shall promptly reimburse
      the Company for all Registration Expenses incurred by the Company in connection
      with such abandoned or withdrawn registration statement.

     

    Section
      2.2.            
Demand Registrations.  (a) If, following the six (6) month
      anniversary of the date hereof, the Company is unable to file, cause to be
      effective or maintain the effectiveness of a Shelf Registration Statement as
      required under Section 2.1, the Holders’ Representative shall have the right by
      delivering a written notice to the Company (a “Demand
      Notice”) to require the Company to, pursuant to the terms of this
      Agreement, register under and in accordance with the provisions of the
      Securities Act the number of Registrable Securities Beneficially Owned by any
      Holders and requested by such Demand Notice to be so registered (a
“Demand Registration”); provided, however,
      that a Demand Notice may only be made if the sale of the Registrable Securities
      requested to be registered in a Demand Notice is reasonably expected to result
      in aggregate gross cash proceeds in excess of $50,000,000 (without regard to
      any
      underwriting discount or commission). A Demand Notice shall also specify the
      expected method or methods of disposition of the applicable Registrable
      Securities. Following receipt of a Demand Notice, the Company shall use its
      reasonable best efforts to file, as promptly as reasonably practicable, but
      not
      later than 60days
      after receipt by the Company of such Demand Notice (subject to paragraph (e)
      of
      this Section 2.2), a Registration Statement relating to the offer and sale
      of
      the Registrable Securities requested to be included therein by the Holders
      thereof in accordance with the methods of distribution elected by such Holders
      (a “Demand Registration Statement”) and shall use
      its reasonable best efforts to cause such Registration Statement to be declared
      effective under the Securities Act as promptly as practicable after the filing
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)           If
      any of the Registrable Securities to be registered pursuant to a Demand
      Registration are to be sold in a firm commitment underwritten offering, and
      the
      managing underwriter(s) of such underwritten offering advise the Holders in
      writing that it is their good faith opinion that the total number or dollar
      amount of Registrable Securities proposed to be sold in such offering, together
      with any Other Securities proposed to be included by holders thereof which
      are
      entitled to include securities in such Registration Statement, exceeds the
      total
      number or dollar amount of such securities that can be sold without having
      an
      adverse effect on the price, timing or distribution of the Registrable
      Securities to be so included together with all such Other Securities, then
      there
      shall be included in such firm commitment underwritten offering the number
      or
      dollar amount of Registrable Securities and such Other Securities that in the
      opinion of such managing underwriter(s) can be sold without so adversely
      affecting such offering, and such number of Registrable Securities and Other
      Securities shall be allocated for inclusion as follows:

     

    (i)           first,
      among the Holders of the Registrable Securities set forth in the Demand Notice,
      pro rata (if applicable), based on the number of Registrable Securities
      Beneficially Owned by each such Holder;

     

    (ii)           second,
      among the Holders of Registrable Securities exercising piggyback registration
      rights under Section 2.3 with respect to such Demand Registration;
      and

     

    (iii)           third,
      among any holders of Other Securities, pro rata, based on the number of Other
      Securities Beneficially Owned by each such holder of Other
      Securities.

     

    (c)           In
      the event of a Demand Registration, the Company shall be required to maintain
      the continuous effectiveness of the applicable Registration Statement for a
      period of at least 180 days after the effective date thereof or such shorter
      period in which all Registrable Securities included in such Registration
      Statement have actually been sold.

     

    (d)           The
      Company shall be obligated to effect only two (2) Demand Registrations pursuant
      to this Section 2.2; provided, however, in case the Company shall
      receive from the Holders’ Representative a Demand Notice requesting that the
      Company effect a registration on Form S-3 (provided that the Company is eligible
      to effect such registration on Form S-3 at such time), the Company shall be
      obligated to effect any such Demand Registration without regard to the number
      of
      Demand Registrations made.

     

    (e)           The
      Company shall be entitled to postpone (but not more than once in any 6-month
      period), for a reasonable period of time not in excess of 60 days, the filing
      or
      initial effectiveness of, or suspend the use of, a Demand Registration Statement
      if the Company delivers to the Holders’ Representative a certificate signed by
      both the Chief Executive Officer and Chief Financial Officer of the Company
      certifying that, in the good faith judgment of the Board of Directors of the
      Company, such registration, offering or use would reasonably be expected to
      materially adversely affect or materially interfere with any bona fide material
      financing of the Company or any material transaction under consideration by
      the
      Company or would require the disclosure of information that has not been, and
      is
      not otherwise required to be, disclosed to the public, the premature disclosure
      of which would materially adversely affect the Company.  Such
      certificate shall contain, if requested by the Holders’ Representative (and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    subject
      to
      their entering into a customary confidentiality obligation as to such
      information), a statement of the reasons for such postponement or suspension
      and
      an approximation of the anticipated delay.

     

    (f)           The
      Holders’ Representative shall have the right to notify the Company that it has
      determined that the Registration Statement relating to a Demand Registration
      be
      abandoned or withdrawn, in which event the Company shall promptly abandon or
      withdraw such Registration Statementand the Holders’ Representative shall
      promptly reimburse the Company for all Registration Expenses incurred by the
      Company in connection with such abandoned or withdrawn registration
      statement.

     

    
      
        Section
          2.3.            Piggyback
          Registrations.  (a) If, other than pursuant to Section 2.1, the
          Company proposes or is required to file a registration statement under
          the
          Securities Act with respect to an offering of Common Stock, any other of
          its
          equity securities or securities convertible into or exchangeable or exercisable
          for any of its equity securities, whether or not for sale for its own account
          (other than a registration statement (i) on Form S-4, Form S-8 or any successor
          forms thereto or (ii) filed solely in connection with any employee benefit
          or
          dividend reinvestment plan), then the Company shall give prompt written
          notice
          of such proposed filing at least 30 days before the anticipated filing
          date (the
“Piggyback Notice”) to the Holders. The Piggyback Notice
          shall offer the Holders the opportunity to include in such registration
          statement the number of Registrable Securities (for purposes of this Section
          2.3, “Registrable Securities” shall be deemed to mean solely securities of
          the same type as those proposed to be offered by the Company for its own
          account) as they may request (a
“PiggybackRegistration”).
          Subject to Section 2.3(b) hereof, the Company shall include in each such
          Piggyback Registration all Registrable Securities with respect to which
          the
          Company has received written requests for inclusion therein within 15 days
          after
          notice has been given to the Holders. The Holders shall be permitted to
          withdraw
          all or part of the Registrable Securities from a Piggyback Registration
          at any
          time at least 2 Business Days prior to the effective date of the Registration
          Statement relating to such Piggyback Registration. The Company shall be
          required
          to maintain the effectiveness of the Registration Statement for a Piggyback
          Registration for a period of 180 days after the effective date thereof
          or such
          shorter period in which all Registrable Securities included in such Registration
          Statement have actually been sold.  If the Company shall
          determine for any reason not to proceed with the registration that is the
          subject of the Piggyback Notice, the Company shall give notice to the Holders
          and thereupon shall be relieved of its obligation to register any Registrable
          Securities in connection with the Piggyback Registration relating to such
          registration, but shall not be relieved of its obligation for Registration
          Expenses with respect to such registration.

      

    

     

    (b)           If
      any of the securities to be registered pursuant to the registration giving
      rise
      to the Holders’ rights under this Section 2.3 are to be sold in an underwritten
      offering, the Holders shall be permitted to include all Registrable Securities
      requested to be included in such registration in such offering on the same
      terms
      and conditions as any other shares of Capital Stock, if any, of the Company
      included therein; provided, however, that if such offering
      involves a firm commitment underwritten offering and the managing underwriter(s)
      of such underwritten offering advise the Company in writing that it is their
      good faith opinion that the total amount of Registrable Securities requested
      to
      be so included, together with all Other Securities that the Company and any
      other Persons having rights to participate in such registration intend to
      include 

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
      in
        such
        offering, exceeds the total number or dollar amount of such securities that
        can
        be sold without having an adverse effect on the price, timing or distribution
        of
        the Registrable Securities to be so included together with all Other Securities,
        then there shall be included in such firm commitment underwritten offering
        the
        number or dollar amount of Registrable Securities and such Other Securities
        that
        in the opinion of such managing underwriter(s) can be sold without so adversely
        affecting such offering, and such number of Registrable Securities and Other
        Securities shall be allocated for inclusion as follows:

       

      (i)           first,
        all Other Securities being sold by the Company;

       

      (ii)           second,
        all Registrable Securities requested to be included by the Holders, pro rata
        (if
        applicable), based on the number of Registrable Securities Beneficially Owned
        by
        each such Holder; and

       

      (iii)          
        third, among any other holders of Other Securities requesting such registration,
        pro rata, based on the number of Other Securities Beneficially Owned by each
        such holder of Other Securities.

       

      Section
        2.4.            Lock-Up
        Agreements; Restrictions on the Company. ( a) Each Holder agrees,
        in connection with any underwritten offering made pursuant to a Registration
        Statement filed pursuant to this Article II in which such Holder has elected
        to
        include Registrable Securities, or which underwritten offering is being effected
        by the Company for its own account, if requested (pursuant to a written notice)
        by the managing underwriter(s) not to effect any public sale or distribution
        of
        any common equity securities of the Company (or securities convertible into
        or
        exchangeable or exercisable for such common equity securities) (except as
        part
        of such underwritten offering) during the period commencing 7 days prior
        to and
        continuing for not more than 90 days (or such shorter period as the managing
        underwriter(s) may permit) after the date of the Prospectus (or Prospectus
        supplement if the offering is made pursuant to a “shelf” registration) pursuant
        to which such underwritten offering shall be made; provided, that the
        Holders shall only be so bound so long as and to the extent that any other
        stockholder having registration rights with respect to the securities of
        the
        Company is similarly bound.

       

      (b)           In
        connection with any underwritten offering made pursuant to a Registration
        Statement filed pursuant to this Article II, the Company will not effect
        any
        public sale or distribution of any common equity securities of the Company
        (or
        securities convertible into or exchangeable or exercisable for such common
        equity securities) for its own account (other than (x) a registration statement
        (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely
        in
        connection with an exchange offer or any employee benefit or dividend
        reinvestment plan or (y) pursuant to such underwritten offering), during
        the
        period commencing 7 days prior to and continuing for not more than 90 days
        (or
        such shorter period as the managing underwriter(s) may permit) after the
        date of
        the Prospectus (or Prospectus supplement if the offering is made pursuant
        to a
“shelf” registration) pursuant to which such underwritten offering shall be
        made.

       

      Section
        2.5.            Registration
        Procedures.  If and whenever the Company is required to use its
        reasonable best efforts to effect the registration of any Registrable Securities
        under the Securities Act as provided in Article II, the Company shall effect
        such registration to permit the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      sale
        of
        such Registrable Securities in accordance with the intended method or methods
        of
        disposition thereof, and pursuant thereto the Company shall cooperate in
        the
        sale of the securities and shall, as expeditiously as possible:

       

      (a)           Prepare
        and file with the SEC a Registration Statement or Registration Statements
        on
        such form which shall be available for the sale of the Registrable Securities
        by
        the Holders or the Company in accordance with the intended method or methods
        of
        distribution thereof, and use its reasonable best efforts to cause such
        Registration Statement to become effective and to remain effective as provided
        herein; provided, however, that before filing a Registration
        Statement or Prospectus (including any Issuer Free Writing Prospectus related
        thereto) or any amendments or supplements thereto (including documents that
        would be incorporated or deemed to be incorporated therein by reference),
        the
        Company shall furnish or otherwise make available to the Selling Holders,
        their
        counsel and the managing underwriter(s), if any, copies of all such documents
        proposed to be filed, which documents will be subject to the reasonable review
        and comment of such counsel, and such other documents reasonably requested
        by
        such counsel, including any comment letter from the SEC, and, if requested
        by
        such counsel, provide such counsel reasonable opportunity to participate
        in the
        preparation of such Registration Statement and each Prospectus included therein
        (including any Issuer Free Writing Prospectus related thereto) and such other
        opportunities to conduct a reasonable investigation within the meaning of
        the
        Securities Act, including reasonable access to the Company’s books and records,
        officers, accountants and other advisors. The Company shall not file any
        such
        Registration Statement or Prospectus (including any Issuer Free Writing
        Prospectus related thereto) or any amendments or supplements thereto (including
        such documents that, upon filing, would be incorporated or deemed to be
        incorporated by reference therein) with respect to any registration pursuant
        to
        Section 2.1 or 2.2 to which the Holders’ Representative, its counsel, or the
        managing underwriter(s), if any, shall reasonably object, in writing, on
        a
        timely basis, unless, in the opinion of the Company, such filing is necessary
        to
        comply with applicable Law.

       

      (b)           Prepare
        and file with the SEC such amendments and post-effective amendments to each
        Registration Statement as may be necessary to keep such Registration Statement
        continuously effective during the period provided herein and comply in all
        material respects with the provisions of the Securities Act with respect
        to the
        disposition of all securities covered by such Registration Statement, and
        cause
        the related Prospectus to be supplemented by any Prospectus supplement or
        Issuer
        Free Writing Prospectus as may be necessary to comply with the provisions
        of the
        Securities Act with respect to the disposition of the securities coveredby
        such
        Registration Statement, and as so supplemented to be filed pursuant to Rule
        424
        (or any similar provisions then in force) under the Securities Act.

       

      (c)           Notify
        each Selling Holder and the managing underwriter(s), if any, promptly, and
        (if
        requested by any such Person) confirm such notice in writing, (i) when a
        Prospectus or any Prospectus supplement, Issuer Free Writing Prospectus or
        post-effective amendment has been filed, and, with respect to a Registration
        Statement or any post-effective amendment, when the same has become effective,
        (ii) of any request by the SEC or any other Governmental Entity for amendments
        or supplements to a Registration Statement or related Prospectus or Issuer
        Free
        Writing Prospectus or for additional information, (iii) of the issuance by
        the
        SEC of any stop order suspending the effectiveness of a Registration Statement
        or the initiation of any proceedings for that purpose, (iv) if at any time
        the
        representations and 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      warranties
        of the Company contained in any agreement (including any underwriting agreement
        contemplated by Section 2.5(p) below) cease to be true and correct, (v)
        of the receipt by the Company of any notification with respect to the suspension
        of the qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction, or the initiation or threatening
        of any
        proceeding for such purpose, and (vi) of the happening of any event that
        makes
        any statement made in such Registration Statement or related Prospectus or
        any
        document incorporated or deemed to be incorporated therein by reference or
        any
        Issuer Free Writing Prospectus related thereto untrue in any material respect
        or
        that requires the making of any changes in such Registration Statement,
        Prospectus, documents or Issuer Free Writing Prospectus so that, in the case
        of
        the Registration Statement, it will not contain any untrue statement of a
        material fact or omit to state any material fact required to be stated therein
        or necessary to make the statements therein, not misleading, and that in
        the
        case of any Prospectus or Issuer Free Writing Prospectus, it will not contain
        any untrue statement of a material fact or omit to state any material fact
        necessary in order to make the statements therein, in light of the circumstances
        under which they were made, not misleading.

       

      (d)           Use
        its reasonable best efforts to obtain the withdrawal of any order suspending
        the
        effectiveness of a Registration Statement, or the lifting of any suspension
        of
        the qualification (or exemption from qualification) of any of the Registrable
        Securities for sale in any jurisdiction at the reasonably earliest practical
        date.

       

      (e)           If
        requested by the managing underwriter(s), if any, or the Holders of a majority
        of the Registrable Securities being sold in connection with an underwritten
        offering, promptly include in a Prospectus supplement, post-effective amendment
        or Issuer Free Writing Prospectus such information as the managing
        underwriter(s), if any, or such Holders may reasonably request in order to
        permit the intended method of distribution of such securities and make all
        required filings of such Prospectus supplement, such post-effective amendment
        or
        Issuer Free Writing Prospectus as soon as practicable after the Company has
        received such request.

       

      (f)           Furnish
        or make available to each Selling Holder, and each managing underwriter,
        if any,
        without charge, such number of conformed copies of the Registration Statement
        and each post-effective amendment thereto, including financial statements
        (but
        excluding schedules, all documents incorporated or deemed to be incorporated
        therein by reference, and all exhibits, unless requested in writing by such
        Holder, counsel or managing underwriter(s)), and such other documents, as
        such
        Holders or such managing underwriter(s) may reasonably request, and upon
        request
        a copy of any and all transmittal letters or other correspondence to or received
        from, the SEC or any other Governmental Entity relating to such
        offering.

       

      (g)           Deliver
        to each Selling Holder, and the managing underwriter(s), if any, without
        charge,
        as many copies of the Prospectus or Prospectuses (including each form of
        Prospectus and any Issuer Free Writing Prospectus related to any such
        Prospectuses) and each amendment or supplement thereto as such Persons may
        reasonably request in connection with the distribution of the Registrable
        Securities; and the Company, subject to the last paragraph of this Section
        2.5,
        hereby consents to the use of such Prospectus and each amendment or supplement
        thereto by each of the Selling Holders and the managing underwriter(s), if
        any,
        in 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      connection
        with the offering and sale of the Registrable Securities covered by such
        Prospectus and any such amendment or supplement thereto.

       

      (h)           Prior
        to any public offering of Registrable Securities, use its reasonable best
        efforts to register or qualify or cooperate with the Selling Holders, the
        managing underwriter(s), if any, and their respective counsel in connection
        with
        the registration or qualification (or exemption from such registration or
        qualification) of such Registrable Securities for offer and sale under the
        securities or “Blue Sky” laws of such jurisdictions within the United States as
        any seller or managing underwriter(s) reasonably requests in writing and
        to keep
        each such registration or qualification (or exemption therefrom) effective
        during the period such Registration Statement is required to be kept effective
        and to take any other action that may be necessary or advisable to enable
        such
        Selling Holders to consummate the disposition of such Registrable Securities
        in
        such jurisdiction; provided, however, that the Company will not be required
        to
        (i) qualify generally to do business in any jurisdiction where it is not
        then so
        qualified or (ii) take any action that would subject it to general service
        of
        process in any such jurisdiction where it is not then so subject.

       

      (i)           Cooperate
        with the Selling Holders and the managing underwriter(s), if any, to facilitate
        the timely preparation and delivery of certificates (not bearing any legends)
        representing Registrable Securities to be sold after receiving written
        representations from each Selling Holder that the Registrable Securities
        represented by the certificates so delivered by such Selling Holder will
        be
        transferred in accordance with the Registration Statement, and enable such
        Registrable Securities to be in such denominations and registered in such
        names
        as the managing underwriter(s), if any, or the Selling Holders may request
        at
        least 2 Business Days prior to any sale of Registrable Securities.

       

      (j)           Use
        its reasonable best efforts to cause the Registrable Securities covered by
        the
        Registration Statement to be registered with or approved by such other
        Governmental Entities within the United States, except as may be required
        solely
        as a consequence of the nature of such Selling Holder’s business, in which case
        the Company will cooperate in all reasonable respects with the filing of
        such
        Registration Statement and the granting of such approvals, as may be necessary
        to enable the seller or sellers thereof or the managing underwriter(s), if
        any,
        to consummate the disposition of such Registrable Securities.

       

      (k)           Upon
        the occurrence of any event contemplated by Section 2.5(c)(ii), (c)(iii),
        (c)(iv), (c)(v) or (c)(vi) above, prepare a supplement or post-effective
        amendment to the Registration Statement or a supplement to the related
        Prospectus or any document incorporated or deemed to be incorporated therein
        by
        reference or an Issuer Free Writing Prospectus related thereto, or file any
        other required document so that, as thereafter delivered to the Selling Holders,
        such Prospectus will not contain an untrue statement of a material fact or
        omit
        to state a material fact required to be stated therein or necessary to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading.

       

      (l)           Prior
        to the effective date of the Registration Statement relating to the Registrable
        Securities, provide a CUSIP number for the Registrable Securities and, if
        such
        Registrable Securities are Notes, provide the Trustee under the Indenture
        with
        certificates for the Notes that are in a form eligible for deposit with The
        Depository Trust Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (m)          Provide
        and cause to be maintained a transfer agent and registrar for all Registrable
        Securities covered by such Registration Statement from and after a date not
        later than the effective date of such Registration Statement.

       

      (n)           If
        the applicable Registrable Securities are Notes, cause the Indenture to be
        qualified under the TIA not later than the effective date of the Registration
        Statement relating to the Registrable Securities, and, in connection therewith,
        reasonably cooperate with the Trustee and the Selling Holders to effect such
        changes to the Indenture as may be required for such Indenture to be so
        qualified in accordance with the terms of the TIA; and execute and use its
        reasonable best efforts to cause the Trustee thereunder to execute all documents
        that may be required to effect such changes and all other forms and documents
        required to be filed with the SEC to enable such Indenture to be so qualified
        in
        a timely manner.  In the event that such qualification would require
        the appointment of a new trustee under the Indenture, the Company shall appoint
        a new trustee thereunder pursuant to the applicable provisions of the
        Indenture.

       

      (o)           Use
        its reasonable best efforts to cause all shares of Purchased Common Stock
        covered by such Registration Statement to be authorized to be listed on each
        national securities exchange, if any, on which similar securities issued
        by the
        Company are then listed.

       

      (p)           Enter
        into such agreements (including an underwriting agreement in form, scope
        and
        substance as is customary in underwritten offerings) and take all such other
        actions reasonably requested by the Holders of a majority of the Registrable
        Securities being sold in connection therewith or by the managing underwriter(s),
        if any, to expedite or facilitate the disposition of such Registrable
        Securities, and in connection therewith, whether or not an underwriting
        agreement is entered into and whether or not the registration is an underwritten
        registration, (i) make such representations and warranties to the Selling
        Holders and the managing underwriter(s), if any, with respect to the business
        of
        the Company and its subsidiaries, and the Registration Statement, Prospectus
        and
        documents, if any, incorporated or deemed to be incorporated by reference
        therein, in each case, in form, substance and scope as are customarily made
        by
        issuers in underwritten offerings, and, if true, confirm the same if and
        when
        requested, (ii) use its reasonable best efforts to furnish to the Selling
        Holders of such Registrable Securities opinions of counsel to the Company
        and
        updates thereof (which counsel and opinions (in form, scope and substance)
        shall
        be reasonably satisfactory to the managing underwriter(s), if any, and counsels
        to the Selling Holders of the Registrable Securities), addressed to each
        Selling
        Holder of Registrable Securities and each of the managing underwriter(s),
        if
        any, covering the matters customarily covered in opinions requested in
        underwritten offerings and such other matters as may be reasonably requested
        by
        such counsel and managing underwriter(s), (iii) use its reasonable best efforts
        to obtain “cold comfort” letters and updates thereof from the independent
        certified public accountants of the Company (and, if necessary, any other
        independent certified public accountants of any Subsidiary of the Company
        or of
        any business acquired by the Company for which financial statements and
        financial data are, or are required to be, included in the Registration
        Statement) who have certified the financial statements included in such
        Registration Statement, addressed to each Selling Holder of Registrable
        Securities (unless such accountants shall be prohibited from so addressing
        such
        letters by applicable standards of the accounting profession) and each of
        the
        managing underwriter(s), if any, such letters to be in customary form and
        covering matters of the type customarily covered in “cold comfort” letters in
        connection with underwritten offerings, (iv) if an underwriting agreement
        is


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      entered
        into, the same shall contain indemnification provisions and procedures
        substantially to the effect set forth in Section 2.6 hereof with respect
        to all
        parties to be indemnified pursuant to said Section except as otherwise agreed
        by
        the Holders of a majority of the Registrable Securities being sold in connection
        therewith and the managing underwriter(s) and (v) deliver such documents
        and
        certificates as may be reasonably requested by the Holders of a majority
        of the
        Registrable Securities being sold in connection therewith, their counsel
        and the
        managing underwriter(s), if any, to evidence the continued validity of the
        representations and warranties made pursuant to clause (i) above and to evidence
        compliance with any customary conditions contained in the underwriting agreement
        or other agreement entered into by the Company. The above shall be done at
        each
        closing under such underwriting or similar agreement, or as and to the extent
        required thereunder.

       

      (q)           Upon
        execution of a customary confidentiality agreement, make available for
        inspection by a representative of the Selling Holders, the managing
        underwriter(s), if any, and any attorneys or accountants retained by such
        Selling Holders or managing underwriter(s), at the offices where normally
        kept,
        during reasonable business hours, financial and other records, pertinent
        corporate documents and properties of the Company and its Subsidiaries, and
        cause the officers, directors and employees of the Company and its Subsidiaries
        to supply all information in each case reasonably requested by any such
        representative, managing underwriter(s), attorney or accountant in connection
        with such Registration Statement.

       

      (r)           Cause
        its officers to use their reasonable best efforts to support the marketing
        of
        the Registrable Securities covered by the Registration Statement (including,
        without limitation, by participation in “road shows”) taking into account the
        Company’s business needs.

       

      (s)           Otherwise
        use its reasonable best efforts to comply with all applicable rules and
        regulations of the SEC and any applicable national securities exchange, and
        make
        available to its security holders, as soon as reasonably practicable (but
        not
        more than 18 months) after the effective date of the registration statement,
        an
        earnings statement which shall satisfy the provisions of Section 11(a) of
        the
        Securities Act.

       

      The
        Company may require each Selling Holder to furnish to the Company in writing
        such information required in connection with such registration regarding
        such
        Selling Holder and the distribution of such Registrable Securities as the
        Company may, from time to time, reasonably request in writing and the Company
        may exclude from such registration the Registrable Securities of any Selling
        Holder who unreasonably fails to furnish such information within a reasonable
        time after receiving such request.

       

      Each
        Selling Holder agrees that, upon receipt of any notice from the Company of
        the
        happening of any event of the kind described in Section 2.5(c)(ii), (c)(iii),
        (c)(iv), (c)(v) or (c)(vi) hereof, such Holder will forthwith discontinue
        disposition of such Registrable Securities covered by such Registration
        Statement or Prospectus until such Holder’s receipt of the copies of the
        supplemented or amended Prospectus contemplated by Section 2.5(k) hereof,
        or
        until it is advised in writing by the Company that the use of the applicable
        Prospectus may be resumed, and has received copies of any additional or
        supplemental filings that are incorporated or deemed to be incorporated by
        reference in such Prospectus; provided, however, that the Company
        shall 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      extend
        the
        time periods under Section 2.2 and Section 2.3 with respect to the length
        of
        time that the effectiveness of a Registration Statement must be maintained
        by
        the amount of time the Holder is required to discontinue disposition of such
        securities.

       

      Section
        2.6.            Indemnification.

       

      (a)           Indemnification
        by the Company.  The Company shall indemnify and hold harmless, to
        the fullest extent permitted by Law, each Selling Holder whose Registrable
        Securities are covered by a Registration Statement or Prospectus, the officers,
        directors, partners (limited and general), members, managers, shareholders,
        accountants, attorneys, agents and employees of each of them, each Person
        who
        controls (within the meaning of Section 15 of the Securities Act or Section
        20
        of the Exchange Act) each such Selling Holder and the officers, directors,
        partners (limited and general), members, managers, shareholders, accountants,
        attorneys, agents and employees of each such controlling person, each
        underwriter (including any Holder that is deemed to be an underwriter pursuant
        to any SEC comments or policies), if any, and each Person who controls (within
        the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
        Act) such underwriter (collectively, “Holder
        Indemnitees”), from and against any and all losses, claims,
        damages, liabilities, expenses (including, without limitation, costs of
        preparation and reasonable attorneys’ fees and any other reasonable fees or
        expenses incurred by such party in connection with any investigation or Action),
        judgments, fines, penalties, charges and amounts paid in settlement
        (collectively, “Losses”), as incurred, arising out of or
        based upon any untrue statement (or alleged untrue statement) of a material
        fact
        contained in any applicable Registration Statement (or in any preliminary
        or
        final Prospectus contained therein, any document incorporated by reference
        therein or Issuer Free Writing Prospectus related thereto) or any other offering
        circular, amendment of or supplement to any of the foregoing or other document
        incident to any such registration, qualification, or compliance, or based
        on any
        omission (or alleged omission) to state therein (in the case of a final or
        preliminary Prospectus, in light of the circumstances under which they were
        made) a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, or any violation by the Company of the
        Securities Act or of the Exchange Act in connection with any such registration,
        qualification, or compliance; provided, that the Company will not be
        liable to a Selling Holder or underwriter in any such case to the extent
        that
        any such Loss arises out of or is based on any untrue statement or omission
        by
        such Selling Holder or underwriter, but only to the extent, that such untrue
        statement (or alleged untrue statement) or omission (or alleged omission)
        is
        made in such Registration Statement (or in any preliminary or final Prospectus
        contained therein, any document incorporated by reference therein or Issuer
        Free
        Writing Prospectus related thereto), offering circular, amendment of or
        supplement to any of the foregoing or other document in reliance upon and
        in
        conformity with written information furnished to the Company by such Selling
        Holder or underwriter specifically for inclusion in such document. Such
        indemnity shall remain in full force and effect regardless of any investigation
        made by or on behalf of any Holder Indemnitee or any other Holder and shall
        survive the transfer of such securities. The foregoing indemnity agreement
        is in
        addition to any liability that the Company may otherwise have to each Holder
        Indemnitee.

       

      (b)           Indemnification
        by Selling Holders.  In connection with any Registration Statement
        in which a Selling Holder is participating by registering Registrable
        Securities, such Selling Holder shall furnish to the Company in writing such
        information as the Company

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      reasonably
        requests specifically for use in connection with any Registration Statement
        or
        Prospectus and agrees to indemnify and hold harmless, to the fullest extent
        permitted by Law, severally and not jointly, the Company, the officers and
        directors of the Company, and each Person who controls (within the meaning
        of
        Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company,
        and each underwriter, if any, and each Person who controls (within the meaning
        of Section 15 of the Securities Act or Section 20 of the Exchange Act) such
        underwriter (collectively, “Company Indemnitees”), from
        and against all Losses, as incurred, arising out of or based on any untrue
        statement (or alleged untrue statement) of a material fact contained in any
        such
        Registration Statement (or in any preliminary or final Prospectus contained
        therein, any document incorporated by reference therein or Issuer Free Writing
        Prospectus related thereto) or any other offering circular or any amendment
        of
        or supplement to any of the foregoing or any other document incident to such
        registration, or any omission (or alleged omission) to state therein a material
        fact required to be stated therein or necessary to make the statements therein
        (in the case of a final or preliminary Prospectus, in light of the circumstances
        under which they were made) not misleading, in each case solely to the extent
        that such untrue statement (or alleged untrue statement) or omission (or
        alleged
        omission) is made in such Registration Statement (or in any preliminary or
        final
        Prospectus contained therein, any document incorporated by reference therein
        or
        Issuer Free Writing Prospectus related thereto), offering circular, or any
        amendment of or supplement to any of the foregoing or other document in reliance
        upon and in conformity with written information furnished to the Company
        by such
        Selling Holder expressly for inclusion in such document; and provided,
however, that the liability of each Selling Holder hereunder shall
        be
        limited to the net proceeds received by such Selling Holder from the sale
        of
        Registrable Securities covered by such Registration Statement.

       

      (c)           Conduct
        of Indemnification Proceedings.  If any Person shall be entitled
        to indemnity hereunder (an “indemnified party”), such
        indemnified party shall give prompt notice to the party from which such
        indemnity is sought (the “indemnifying party”) of any
        claim or of the commencement of any Action with respect to which such
        indemnified party seeks indemnification or contribution pursuant hereto;
        provided, however, that the delay or failure to so notify the
        indemnifying party shall not relieve the indemnifying party from any obligation
        or liability except to the extent that the indemnifying party has been actually
        prejudiced by such delay or failure. The indemnifying party shall have the
        right, exercisable by giving written notice to an indemnified party promptly
        after the receipt of written notice from such indemnified party of such claim
        or
        Action, to assume, at the indemnifying party’s expense, the defense of any such
        Action, with counsel reasonably satisfactory to such indemnified party;
provided, however, that an indemnified party shall have the right
        to employ separate counsel in any such Action and to participate in the defense
        thereof, but the fees and expenses of such counsel shall be at the expense
        of
        such indemnified party unless: (i) the indemnifying party agrees to pay such
        fees and expenses; (ii) the indemnifying party fails promptly to assume,
        or in
        the event of a conflict of interest cannot assume, the defense of such Action
        or
        fails to employ counsel reasonably satisfactory to such indemnified party,
        in
        which case the indemnified party shall also have the right to employ counsel
        and
        to assume the defense of such Action; or (iii) in the indemnified party’s
        reasonable judgment a conflict of interest between such indemnified and
        indemnifying parties may exist in respect of such Action; provided,
further, however, that the indemnifying party shall not, in
        connection with any one such Action or separate but substantially similar
        or
        related Actions in the same jurisdiction, arising out of the same general
        allegations or circumstances, be liable for the fees and expenses of more
        than
        one firm of attorneys (together 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      with
        appropriate local counsel) at any time for all of the indemnified parties,
        or
        for fees and expenses that are not reasonable. Whether or not such defense
        is
        assumed by the indemnifying party, such indemnified party will not be subject
        to
        any liability for any settlement made without its consent (but such consent
        will
        not be unreasonably withheld or delayed). The indemnifying party shall not
        consent to entry of any judgment or enter into any settlement that does not
        include as an unconditional term thereof the giving by all claimants or
        plaintiffs to such indemnified party of a release, in form and substance
        reasonably satisfactory to the indemnified party, from all liability in respect
        of such claim or litigation.

       

      (d)           Contribution.  (i)
        If the indemnification provided for in this Section 2.6 is unavailable to
        an
        indemnified party in respect of any Losses (other than in accordance with
        its
        terms), then each applicable indemnifying party, in lieu of indemnifying
        such
        indemnified party, shall contribute to the amount paid or payable by such
        indemnified party as a result of such Losses, in such proportion as is
        appropriate to reflect the relative fault of the indemnifying party, on the
        one
        hand, and such indemnified party, on the other hand, in connection with the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such indemnifying
        party, on the one hand, and indemnified party, on the other hand, shall be
        determined by reference to, among other things, whether any action in question,
        including any untrue or alleged untrue statement of a material fact or omission
        or alleged omission to state a material fact, has been taken by, or relates
        to
        information supplied by, such indemnifying party or indemnified party, and
        the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent any such action, statement or omission.

       

      (ii)
        The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 2.6(d) were determined by pro rata allocation or
        by any
        other method of allocation that does not take account of the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding anything to the contrary contained in this Section 2.6(d),
        an
        indemnifying party that is a Selling Holder shall not be required to contribute
        any amount in excess of the amount by which the net proceeds from the sale
        of
        the Registrable Securities sold by such indemnifying party exceeds the amount
        of
        any damages that such indemnifying party has otherwise been required to pay
        by
        reason of such untrue or alleged untrue statement or omission or alleged
        omission. No person guilty of fraudulent misrepresentation (within the meaning
        of Section 11(f) of the Securities Act) shall be entitled to contribution
        from
        any Person who was not guilty of such fraudulent misrepresentation.

       

      Section
        2.7.            Rule
        144; Rule 144A.  The Company covenants that it will file the
        reports required to be filed by it under the Securities Act and the Exchange
        Act
        and the rules and regulations adopted by the SEC thereunder (or, if the Company
        is not required to file such reports, it will, upon the request of any Holder,
        make publicly available other information so long as necessary to permit
        sales
        pursuant to Rule 144 or 144A under the Securities Act), and it will take
        such
        further action as any Holder may reasonably request, all to the extent required
        from time to time to enable such Holder to sell Registrable Securities without
        registration under the Securities Act within the limitation of the exemptions
        provided by (i) Rule 144 or 144A or Regulation S under the Securities Act,
        as
        such Rules may be amended from time to time, or (ii) any similar rule or
        regulation hereafter adopted by the SEC. Upon the request of any Holder,
        the
        Company will deliver to such Holder a written statement as to whether it
        has
        complied with such 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      requirements
        and, if not, the specifics thereof.

       

      Section
        2.8.            Underwritten
        Registrations.  (b) If any offering of Registrable Securities
        pursuant to a Shelf Registration Statement or any Demand Registration is
        an
        underwritten offering, the Holders’ Representative shall have the right to
        select the investment banker or investment bankers and managers to administer
        the offering, subject to approval by the Company, not to be unreasonably
        withheld. The Company shall have the right to select the investment banker
        or
        investment bankers and managers to administer any incidental or piggyback
        registration.

       

      (b)           No
        Person may participate in any underwritten registration hereunder unless
        such
        Person (i) agrees to sell the Registrable Securities or Other Securities
        it
        desires to have covered by the registration on the basis provided in any
        underwriting arrangements in customary form and (ii) completes and executes
        all
        questionnaires, powers of attorney, indemnities, underwriting agreements
        and
        other documents required under the terms of such underwriting arrangements,
        provided that such Person shall not be required to make any representations
        or
        warranties other than those related to title and ownership of shares and
        as to
        the accuracy and completeness of statements made in a Registration Statement,
        Prospectus, offering circular, or other document in reliance upon and in
        conformity with written information furnished to the Company or the managing
        underwriter(s) by such Person and provided further, that such Person’s liability
        in respect of such representations and warranties shall not exceed such Person’s
        net proceeds from the offering.

       

      Section
        2.9.            Registration
        Expenses.  The Company shall pay all reasonable fees and expenses
        incident to the performance of or compliance with its obligations under this
        Article II, including (i) all registration and filing fees (including fees
        and
        expenses (A) with respect to filings required to be made with all applicable
        securities exchanges and/or the National Association of Securities Dealers,
        Inc.
        and (B) of compliance with securities or Blue Sky laws including any fees
        and
        disbursements of counsel for the underwriter(s) in connection with Blue Sky
        qualifications of the Registrable Securities pursuant to Section 2.5(h)),
        (ii)
        printing expenses (including expenses of printing certificates for Registrable
        Securities in a form eligible for deposit with The Depository Trust Company
        and
        of printing Prospectuses if the printing of Prospectuses is requested by
        the
        managing underwriter(s), if any, or by the Holders of a majority of the
        Registrable Securities included in any Registration Statement), (iii) messenger,
        telephone and delivery expenses of the Company, (iv) fees and disbursements
        of
        counsel for the Company, (v) expenses of the Company incurred in connection
        with
        any road show, (vi) fees and disbursements of all independent
        certified public accountants (including, without limitation, the expenses
        of any
“cold comfort” letters required by this Agreement) and any other persons,
        including special experts retained by the Company, and (vii) fees and
        disbursements of one counsel for the Selling Holders, in an amount not to
        exceed
        $20,000 for each registration.  For the avoidance of doubt, the
        Company shall bear all of its internal expenses (including all salaries and
        expenses of its officers and employees performing legal or accounting duties),
        the expense of any annual audit, the fees and expenses incurred in connection
        with the listing of the securities to be registered on any securities exchange
        on which similar securities issued by the Company are then listed and rating
        agency fees and the fees and expenses of any Person, including special experts,
        retained by the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Section
        2.10.             Other
        Agreements.  The Company covenants and agrees that, so long as any
        Holder holds any Registrable Securities in respect of which any registration
        rights provided for in this Article II remain in effect, the Company will
        not,
        directly or indirectly, grant to any Person or agree to or otherwise become
        obligated in respect of (a) rights of registration in the nature or
        substantially in the nature of those set forth in this Article II that would
        have priority over the Registrable Securities with respect to the inclusion
        of
        such securities in any registration or (b) rights of registration in the
        nature
        or substantially in the nature of those set forth in this Article II that
        would
        be pari passu with the Registrable Securities with respect to the inclusion
        of
        such securities in any registration, without the prior written consent of
        the
        Holders’ Representative.

       

      Section
        2.11.             Securities
        Held by the Company or its Subsidiaries.  Whenever the consent or
        approval of Holders of a specified percentage of Registrable Securities is
        required hereunder, in the event that the Company or any of its Subsidiaries
        holds Registrable Securities, such Registrable Securities shall not be counted
        in determining whether such consent or approval was given by the Holders
        of such
        required percentage.

       

      ARTICLE
        III


       

      MISCELLANEOUS

       

      Section
        3.1.            Conflicting
        Agreements.  Each party represents and warrants that it has not
        granted and is not a party to any proxy, voting trust or other agreement
        that is
        inconsistent with or conflicts with any provision of this
        Agreement.

       

      Section
        3.2.             Termination.  This
        Agreement shall terminate upon the later of the expiration of the Shelf Period
        and such time as there are no Registrable Securities, except for the provisions
        of Sections 2.7, 2.8, 2.10 and this Article III, which shall survive such
        termination.

       

      Section
        3.3.             Amendment
        and Waiver.  This Agreement may not be amended except by an
        instrument in writing signed on behalf of each of the Company and Purchaser
        (or,
        in the case of an amendment at any time when Purchaser is not the sole Holder,
        signed on behalf of each of (i) the Company and (ii) the Holders of a majority
        of the aggregate number of Registrable Securities then held by all Holders).
        Any
        party hereto may waive any right of such party hereunder by an instrument
        in
        writing signed by such party and delivered to the other parties (or, in the
        case
        of a waiver of any rights of the Holders at any time when Purchaser is not
        the
        sole Holder, by an instrument in writing signed by the Holders of a majority
        of
        the aggregate number of Registrable Securities then held by all Holders and
        delivered to the Company and the Holders’ Representative). The failure of any
        party to enforce any of the provisions of this Agreement shall in no way
        be
        construed as a waiver of such provisions and shall not affect the right of
        such
        party thereafter to enforce each and every provision of this Agreement in
        accordance with its terms.

       

      Section
        3.4.               Severability.  If
        any provision of this Agreement shall be declared by any court of competent
        jurisdiction to be illegal, void or unenforceable, all other provisions of
        this
        Agreement shall not be affected and shall remain in full force and
        effect.

       

      Section
        3.5.              Entire
        Agreement.  Except as otherwise expressly set forth herein, this


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Agreement
        and the Investment Agreement, together with the several agreements and other
        documents and instruments referred to herein or therein or annexed hereto
        or
        thereto, embody the complete agreement and understanding among the parties
        hereto with respect to the subject matter hereof and supersede and preempt
        any
        prior understandings, agreements or representations by or among the parties,
        written or oral, that may have related to the subject matter hereof in any
        way.

       

      Section
        3.6.              Successors
        and Assigns.  Neither this Agreement nor any right or obligation
        hereunder is assignable in whole or in part by any party without the prior
        written consent of the other party hereto, provided that Purchaser may
        transfer its rights and obligations hereunder (in whole or in part) to any
        Transferee (and any Transferee may transfer such rights and obligations to
        any
        subsequent Transferee) without the prior written consent of the Company.
        Any
        such assignment shall be effective upon receipt by the Company of (x) written
        notice from the transferring Holder stating the name and address of any
        Transferee and identifying the number of shares of Registrable Securities
        with
        respect to which the rights under this Agreement are being transferred and
        the
        nature of the rights so transferred and (y) a written agreement in substantially
        the form attached as Exhibit A hereto from such Transferee to be bound by
        the applicable terms of this Agreement.

       

      Section
        3.7.              Counterparts;
        Execution by Facsimile Signature.  This Agreement may be executed
        in any number of counterparts, each of which shall be an original, but all
        of
        which together shall constitute one instrument. This Agreement may be executed
        by facsimile signature(s).

       

      Section
        3.8.              Remedies.  (a)
        Each party hereto acknowledges that monetary damages would not be an adequate
        remedy in the event that any of the covenants or agreements in this Agreement
        is
        not performed in accordance with its terms, and it is therefore agreed that,
        in
        addition to and without limiting any other remedy or right it may have, the
        non-breaching party will have the right to an injunction, temporary restraining
        order or other equitable relief in any court of competent jurisdiction enjoining
        any such breach or threatened breach and enforcing specifically the terms
        and
        provisions hereof. Each party hereto agrees not to oppose the granting of
        such
        relief in the event a court determines that such a breach has occurred, and
        to
        waive any requirement for the securing or posting of any bond in connection
        with
        such remedy.

       

      (b)           All
        rights, powers and remedies provided under this Agreement or otherwise available
        in respect hereof at law or in equity shall be cumulative and not alternative,
        and the exercise or beginning of the exercise of any thereof by any party
        shall
        not preclude the simultaneous or later exercise of any other such right,
        power
        or remedy by such party.

       

      Section
        3.9.           Notices.  All
        notices required or permitted hereunder shall be in writing and shall be
        deemed
        effectively given (i) upon personal delivery to the party to be notified,
        (ii)
        when sent by confirmed facsimile if sent during normal business hours of
        the
        recipient, if not, then on the next Business Day or (iii) one Business Day
        after
        deposit with a nationally recognized overnight courier, specifying next day
        delivery, with written verification of receipt. All communications shall
        be sent
        to the addresses set forth below or such other address or facsimile number
        as a
        party may from time to time specify by notice to the other parties
        hereto:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                If
                  to the Company:

              
	 	 
	 	
                E*TRADE
                  Financial Corporation

              
	 	
                671
                  N. Glebe
                  Road

              
	 	
                Arlington,
                  VA
                  22203

              
	 	
                Attention:  Arlen
                  W.
                  Gelbard, Esq.

              
	 	
                                  Chief
                  Administrative Officer &
                  General Counsel

              
	 	
                Fax:  (703)
                  236-7223

              
	 	 
	 	
                with
                  a copy (which shall not constitute notice) to:

              
	 	 
	 	
                Davis
                  Polk & Wardwell

                450
                  Lexington Avenue

                New
                  York, NY 10017

                 

              
	 	
                Attention:  Daniel
                  G. Kelly, Jr., Esq.

                             John
                  G. Amorosi, Esq.

              
	 	
                Fax:  (212)
                  450-3800

              
	 	 
	 	
                If
                  to Purchaser:

              
	 	 
	 	
                Wingate
                  Capital Ltd.

                c/o
                  Citadel Limited Partnership

                131
                  South Dearborn Street

                Chicago,
                  IL 60603

              
	 	 
	 	
                Attention:  Adam
                  Cooper, Esq.

              
	 	
                Fax:  (312)
                  267-7444

              
	 	 
	 	
                with
                  a copy (which shall not constitute notice) to:

              
	 	 
	 	
                Fried,
                  Frank, Harris, Shriver & Jacobson LLP

              
	 	
                One
                  New York Plaza

              
	 	
                New
                  York, NY 10004

              
	 	 
	 	
                Attention:  Robert
                  C. Schwenkel, Esq.

                             David
                  N. Shine, Esq.

              
	 	
                Fax:
                  (212) 859-4000

              
	 	 


      

      Section
        3.10.           Governing
        Law; Consent to Jurisdiction.  (a) This Agreement shall be
        governed in all respects by the laws of the State of New York.

       

      (b)           Each
        of the parties hereto (i) consents to submit itself to the personal jurisdiction
        of any Federal or state court located in the Borough of Manhattan in the
        City of
        New York, New York in the event any dispute arises out of this Agreement,
        (ii)
        agrees that it will not attempt to deny or defeat such personal jurisdiction
        by
        motion or other request for leave from 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      any
        such
        court and (iii) agrees that it will not bring any action relating to this
        Agreement in any court other than a Federal or state court located in the
        Borough of Manhattan in the City of New York, New York.

       

      (c)           Each
        of the parties hereto hereby irrevocably and unconditionally waives trial
        by
        jury in any legal action or proceeding in relation to this Agreement and
        for any
        counterclaim therein.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS
        WHEREOF, the parties hereto have executed this Registration Rights Agreement
        as
        of the date first written above. 
         

        


        
          	 	E*TRADE
                  FINANCIAL CORPORATION	 
	 	 	 	 
	 	 	
                  By: 
                    

                	 /s/
                  Robert J. Lilien	 
	 	 	 	
                  Name:
                    Robert J. Lilien

                	 
	 	 	 	
                  Title:
                    President and COO

                	 


        

        


        


        
          	 	
                  WINGATE
                    CAPITAL LTD.

                  By:
                    Citadel Limited Partnership, Portfolio Manager

                  By:
                    Citadel Investment Group, L.L.C., its General Partner


                	 
	 	 	 	 
	 	 	
                  By: 
                    

                	 /s/
                  Adam Cooper	 
	 	 	 	
                  Name:
                    Adam Cooper

                	 
	 	 	 	
                  Title:
                    Senior Managing Director and General Counsel

                	 


        

        
           

        

      

       

      


       

       

      


       

       

      [Registration
        Rights Agreement Signature Page]

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      JOINDER

       

      By
        execution of this Joinder, the undersigned agrees to become a party to that
        certain Registration Rights Agreement, dated as of November 29, 2007 (the
        “Agreement”), by and between E*TRADE Financial Corporation and Wingate Capital
        Ltd. By execution of this Joinder, the undersigned shall have all the rights
        and
        shall observe all the obligations of a Holder (as defined in the Agreement)
        contained in the Agreement.

       

      
        	
                Name:

                _______________________
                    ___

              	 	 	 	 
	 	 
	 	 
	
                Address
                  for Notices:

              	 	 	
                With
                  Copies to:

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                Signature:

                _____________________________
                    _ 

              	 	 	 
	
                Date: