From: Barrett, Paul S Sent: Tuesday, August 16, 2016 2:24 PM To: Cc: Je rey Epstein ([email protected]); Barrett Team; Sumner, Justin Subject: **NEW ISSUE" E*TRADE Financial Corporation $1,000 Pref Brad I think we should go in for this deal. It is a preferred that is fixed for 10yrs at 6.25%-6.375% and then floats at L+450- 460bps if it does not get called. Paul "NEW ISSUE" E*TRADE Financial Corporation $1,000 Pref ISSUER: E*TRADE Financial Corporation ("ETFC") ISSUER RATINGS: Baa3/BBB- (Stable/Stable) EXPECTED SECURITY RATINGS: Ba3 / BB- SECURITY DESCRIPTION: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $1,000 per share FORMAT: SEC Registered SIZE: $400mm (will not growl OFFER PRICE: $1000/ preferred share MATURITY: Perpetual IPT: 6.25%-6.375% PAR CALL DATE: On any dividend payment date on or after September 15, 2026 DIVIDENDS: Payable at a fixed rate of ( I% from the original issue date to September 15, 2026; and Thereafter payable at a floating rate of Three-month LIBOR plus 11% DIVIDEND PAYMENT DATES: Semi-annually on March 15 and September 15, beginning March 15, 2017 and ending September 15, 2026, and thereafter quarterly on December 15, March 15, June 15 and September 15 REGULATORY CALL: At par any time within 90 days following a Regulatory Capital Treatment Event (see Prospectus) LIQUIDATION RIGHTS: Liquidation preference of $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends VOTING RIGHTS: None, except with respect to certain changes in the terms of Series A Preferred Stock and in the case of certain dividend non-payments LISTING: Not Listed DRD/QDI ELIGIBLE: Yes JOINT LEAD MANAGERS: CS(B&D)/GS/JPM/MS EFTA_R1_00106083 EFTA01784626