0001157523-16-006607 Sample Contracts

E*TRADE FINANCIAL CORPORATION 400,000 Shares of Preferred Stock ($0.01 par value per share, liquidation preference $1,000 per share) UNDERWRITING AGREEMENT
E TRADE FINANCIAL Corp • August 25th, 2016 • Savings institution, federally chartered • New York

E*TRADE Financial Corporation, a Delaware corporation (the “Company”), confirms its agreement with the several underwriters listed in Schedule 1 hereto (the “Underwriters”) for whom Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”) with respect to the issuance and sale by the Company, subject to the terms and conditions described below (this “Agreement”), of an aggregate of 400,000 shares (the “Shares”) of its Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share, liquidation preference $1,000 per share (the “Preferred Stock”).