IIL - ETrade updates

IL&FS Investsmart Ltd has informed about a Press Release in connection with E*TRADE FINANCIAL Corporation, USA.

Press Release by IL&FS Investsmart Ltd:

"November 30, 2007 : This is with reference to the press release issued yesterday by E*TRADE FINANCIAL Corporation.

IL&FS Investsmart Ltd (IIL) notes that, E*TRADE Financial Corporation ("E*TRADE") a strategic shareholder has strengthened its capital position and eliminated exposure to the types of mortgage securities that have been generating business losses, as well as headlines, over the last several months for E*TRADE.

IIL believes that this removes uncertainty that may have existed on E*TRADE's future and on IIL ability to leverage the technology and global expertise of E*TRADE for the benefit of its own customers and shareholders.

Furthermore, IL&FS as promoter and strategic investor delivers unparalleled local expertise and strength that when combined with E*TRADE global capabilities will solidify the organization’s market position and growth plans.

For your reference, please find attached a copy of the press release issued by E*TRADE FINANCIAL Corporation in New York."

Press Release issued by E*TRADE FINANCIAL Corporation:

"E*TRADE FINANCIAL ANNOUNCES $ 2.5 BILLION INVESTMENT LED by CITADEL

New York, November 29, 2007 - E*TRADE FINANCIAL Corporation (NASDAQ : ETFC) today announced an agreement that will result in a cash infusion of $2.5 billion. The transaction, led by affiliates of Citadel Investment Group, includes immediate funding of approximately $ 2.4 billion with the remaining $150 million expected to fund by January 15, 2008. The investment fortifies the Company's balance sheet, allows the Company to focus on its core retail business and provides additional capital to manage credit risk.

E*TRADE also announced that, effective immediately, R Jarrett Lilien has been named acting Chief Executive Officer of the Company, succeeding Mitchell H Caplan, who has stepped down from the position of CEO. Mr. Caplan will serve as an advisor to the Company on transition matters through the end of the year. Mr. Lilien, who is also a Director of the Company, has been E*TRADE FINANCIAL’s President and Chief Operating Officer, leading the retail business since 2003. The Company will conduct an executive search for the CEO position, which will include Mr. Lilien and external candidates.

The Company also announced that Donald H Layton, who has served as a special advisor to the E*TRADE FINANCIAL Board of Directors, will become Chairman of the Board, succeeding George A Hayter who will remain a Director of the Company. Mr. Layton retired in 2004 after 29 years at JP Morgan Chase and its predecessors, serving most recently as Vice Chairman, and as a member of its three person Office of the Chairman and its Executive Committee.

'E*TRADE core business is strong,' said Mr. Lilien 'This transaction with Citadel is not only a major vote of confidence from one of the world's leading financial institutions but also allows us to directly address customer concerns and get back to our real business, which is providing industry leading products and services to our customers.'

Mr. Layton said, "E*TRADE FINANCIAL's Board of Directors, in cooperation with our financial advisors, conducted a thorough and robust review of strategic alternatives. As part of this process, the Company held discussions with potential strategic and financial partners. In the end, the Board unanimously concluded that the transaction with Citadel clearly provides the greatest benefits to our shareholders and other constituencies. The Company now has the financial strength to aggressively compete in the marketplace."

"With its strong brand, solid business model and fortified balance sheet, we believe E*TRADE is well-positioned to execute on its growth strategy for its core retail business," said Ken Griffin, Founder and CEO of Citadel Investment Group. "We believe this capital infusion will restore investor and customer confidence in the Company, and will allow the Board and management to continue to grow the business from a position of strength, creating value for all shareholders."

This transaction removes the assets with the greatest market risk from E*TRADE's consolidated balance sheet. Effective today, E*TRADE has divested itself of its $3 billion asset-backed securities (ABS) portfolio, including its ABS collateralized debt obligations (CDOs) and second lien securities.

E*TRADE FINANCIAL, with more than 4.7 million customer accounts worldwide and $227 billion of assets under management as of October 31, is a global financial services leader. Its retail brokerage business is recognized for its customer service, product innovation and execution speed, and it maintains a 'well-capitalized' status by regulatory standards.

MANAGEMENT CHANGES

In addition to his position as acting CEO, Mr. Lilien will retain his seat on the Company’s Board of Directors. Mr. Lilien joined E*TRADE FINANCIAL in August 1999. Prior to his election as President and COO in March 2003, Mr. Lilien served as Chief Brokerage Officer and President, E*TRADE Securities LLC. Mr. Lilien has also served the Company as Managing Director, Asia-Pacific and Latin America. He spent 10 years as Chief Executive Officer of TIR Holdings, which E*TRADE FINANCIAL acquired in August 1999. Prior to TIR, he held various positions at Paine Webber and Autranet, a former division of Donaldson, Lufkin & Jenrette, Inc.

"Jarrett is a proven leader who has demonstrated vision and effectiveness in many positions throughout the Company," said Mr. Hayter. "We are confident that he is the right person to lead E*TRADE forward as we focus on our core retail business."

"We value the contributions that Mitch has made to E*TRADE over the past seven years, and the Board thanks him for his dedication and service continued Mr. Hayter. "Mitch played a vital role in reaching this agreement with Citadel, and his passion has helped revolutionize the online financial services industry, positioning E*TRADE as a leader in value, customer service and product innovation,"

"It has been an honor to work with E*TRADE s employees, management team, Board and customers as we transformed the Company. I am proud of our accomplishments," said Mr. Caplan. "With today's transaction, I am pleased to pass on our Company as a strong, vibrant leader in financial services."

TRANSACTION TERMS

Under the terms of the Citadel transaction, E*TRADE will receive $2.5 billion in cash, of which $2.4 billion will fund on November 30, 2007. The terms include;

- E*TRADE will receive $1.6 billion of capital in exchange for 12.5% senior unsecured notes and common stock. This includes a contribution of capital by investment funds managed by Black Rock, Inc.

- Citadel has acquired E*TRADE's entire ABS portfolio, including CDOs, for $800 million in cash.

- Upon final closing, it is expected that Citadel will invest an additional $150 million in exchange for 12.5% senior unsecured notes and common stock.

- The amount of common stock expected to be issued by E*TRADE is approximately 19.99% of current outstanding common stock.

- Citadel will nominate one representative to E*TRADE FINANCIAL Board of Directors.

As a result of the sale of the ABS portfolio, E*TRADE will take a charge of $2.2 billion. The Company also expects to take a provision in the fourth quarter related to its portfolio of home equity loans in excess of the quarter's expected losses that will result in an ending allowance of over $400 million.

Evercore Partners Inc. and J P Morgan Securities Inc. served as financial advisors to E*TRADE. Davis Polk & Wardwell served as legal advisor to E*TRADE. Fried Frank Harris Shriver & Jacobson LLP served as legal advisors to Citadel."