E*TRADE FINANCIAL CORPORATIONUnderwriting Agreement • November 17th, 2014 • 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 J.P. Morgan Securities 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 $540,000,000 principal amount of its 5.375% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to that certain Senior Notes 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 collective
E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. 5.375% Senior Notes due 2022 Second Supplemental Indenture Dated as of November 17, 2014 to Senior Indenture dated as of November 14, 2012Second Supplemental Indenture • November 17th, 2014 • E TRADE FINANCIAL Corp • Savings institution, federally chartered • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 17, 2014 (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”).
