E*TRADE FINANCIAL CORPORATIONUnderwriting Agreement • March 5th, 2015 • E TRADE FINANCIAL Corp • 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 Morgan Stanley & Co. LLC is acting as representative (the “Representative”) with respect to the issuance and sale by the Company, subject to the terms and conditions described below (this “Agreement”), of $460,000,000 principal amount of its 4.625% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to that certain Senior Indenture dated November 14, 2012 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), together with a supplemental indenture with respect to the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to be entered into between the Company and the Trustee on the Closing Date (as defined below). The Indenture and the Securities are collectively refer
E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. 4.625% Senior Notes due 2023 Third Supplemental Indenture Dated as of March 5, 2015 to Senior Indenture dated as of November 14, 2012E TRADE FINANCIAL Corp • March 5th, 2015 • Savings institution, federally chartered • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of March 5, 2015 (this “Supplemental Indenture”), to the Indenture dated as of November 14, 2012 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and between E*TRADE Financial Corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
