<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Tuesday, August 16, 2016 4:50 PM</td></tr><tr><td>To:</td><td>Richard Kahn</td></tr><tr><td>Subject:</td><td>Re: New Issue E•TRADE Financial Preferred</td></tr></table>

yes

On Tue, Aug 16, 2016 at 10:49 AM, Richard Kahn < <mailto > > wrote:

please advise if revised guidance is okandrew also believes that based on demand we will not be able to get ful=

5mm

thank you

Richard Kahn
HBRK Associates Inc.



Begin forwarded message:

<=iv style="margin-top:0px;margin-right:0px;margin-bottom:0px;margin-l

=div style="margin-top:0px;margin-right:0px;margin-bottom:0px;margin-left=0px">Subject: RE:=New Issue E*TRADE Financial Preferred

Date: August 16, 2016 at 12:41:=6 PM EDT

To: <span>"Richard Kahn"</span>

Revised guidance 5.875 - 6%

Still good for 5mm?

Andrew S. Atlas
First Vice President
Equity Sales/Middle Markets Group
Financial Advisor

The image displays what appears to be part of an organizational chart with the heading "Morgan Stanley Wealth Management". The chart appears to show different layers/levels, but details are blacked out. There is also an NMLS ID listed but also redacted.

-----Original Message-----
From: Richard Kahn [  <mailto:  > ]
Sent: Tuesday, August 16, 2016 10:27 AM Eastern Standard Time To: Atlas, Andrew S (Wealth Mgmt MS)
Subject: Re: New Issue E*TRADE Financial Preferred

please put in for 5,000,000

Key entities in the image:

*   Richard Kahn, HBRK Associates Inc.
*   Acknowledgement: thank you

On Aug 16, 2016, at 10:03 AM, Atlas, Andrew S <
» > wrote:

Morning Rich,

=/span>

Morgan Stanley pricing a ETFC=new issue $1000 Par Preferred Price Whisper: 6.25% —

6.375%=/p>

Details:=/span>

ISSUER: =C2 E*TRADE Financial Corporation [“ETFC”]</=pan>
ISSUER RATINGS: =A0 Baa3 / BBB- (Stable / Stable)
EXPECTED
SECURITY RATINGS:=Ba3 / BB-

SECURITY DESCRIPTION:Q=A0 =C2* Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Ser=es A, $0.01par value, with a liquidation preference of $1,000 per shareq=pan>

FOR=AT: =A0 SEC Registered

=p class="MsoNormal">SIZE: 4,=A0 $400mm (will not =row)

OFFER PRICE: $100= / preferred share

MATURITY: =C2 Perpetual

</=iv>

PAR CALL DATE: 4)=A0 On any dividend payment date on or after 9/15/2026</=>

DIVIDENDS:=C24, Payable =t 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 [ ] %<=span>

DI= PAYMENT DATES: Semi-annually on March 15 and September =5, beginning March 15, 2017 and ending September 15, 2026, and thereafter =uarterly on December 15, March 15, June 15 and September 15

REGULATORY CALL:=C2 At par any time within 90 days following a R=gulatory Capital Treatment Event (see red)

LIQUIDATION RIGHTS: L=quidation preference of $1,000 per share plus any declared and unpaid divi=ends, without accumulation of any undeclared dividends

VOTING RIGHTS: =C2 None, except with respect to certain c=anges in the terms of Series A Preferred Stock and in the case of certain =ividend non-payments

LISTING: =A0 Not Listed
DRD/QDI ELIGIBLE: Yes

USE OF PROCEEDS: To fina=ce acquisition of Aperture, the ultimate parent company of OptionsHouse. 1= the acquisition of Aperture is not consummated, net proceeds will be for =eneral corporate purposes.

Let me know if you have any questions.

=div>

Best,=/p>

Andrew

<=r>

Andrew S. =tlas

Equity Sales/Middle Markets Group

Financia= Advisor

Morgan Stanley=Wealth Management

4

1290 Avenue of the Americas, 12th Flo=r | New York, NY 10104

Tel/Direct: +1 212 705 4521 <tel:%2B1%2021=%20705%204521> ███████
<tel:%2B1%20212%20705%204592>
andrew.=tlas@morganstanley.com <mailto:andrew.atlas@morganstanley.com>

NMLS ID # ███████

=A0

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</=iv>

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