<table><tr><th>From:</th><th>Richard Kahn ◄</th></tr><tr><td>Sent:</td><td>Tuesday, August 16, 2016 10:35 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: New Issue E*TRADE Financial Preferred</td></tr></table>

a terrible allocation - only received 500,000 of our =,000,000 order

Richard Kahn
HBRK Associates Inc.
575 Lexington =venue 4th Floor
New York, NY 10022
tel ███████████
fax ███████████
cell ███████████

Begin forwarded message:

From: =/b>"Atlas, Andrew S" <██████████████████████████████████>

Subject: =/b>RE: New Issue =*TRADE Financial Preferred

Date: =/b>August 16, 2016 at 5:08:17 PM =DT

To: =/b>Richard Kahn <████████████████████████>

Hi Rich,

E*Trade Preferred priced =t 5.875%

Southern Trust Company was allocated 500m bonds, =othing done on 4.5mm

There was a lot of =nterest in the offering. If you would like, I'll get an =ffering in the secondary market to see where Southern Trust can =urchase the balance.

Touch base tomorrow.

Thanks again,

Andrew

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

1290 Avenue of the =mericas, 12th Floor I New York, =Y 10104

Tel/Direct:

Fax:

NMLS ID # =326736

=

From: Richard Kahn (mailto: Sent: Tuesday, August 16, 2016 4:36 PM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue E*TRADE Financial Preferred Importance: High

ok

thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor

New York, NY 10022
tel
fax
cel

<u>On Aug</u> 16, 2016, at <u>4:35</u> PM, =tlas, Andrew S

<mailto:

> > wrote:

Still waiting on final pricing and =llocation.

Should hear =hortly.

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

- Organization: Morgan Stanley Wealth Management  
- NMLS ID (as shown): NMLS ID # =326736  
- Address (as shown): 1290 Avenue of the =mericas, 12th Floor | New York, =Y 10104  
- Corrected address: 1290 Avenue of the Americas, 12th Floor, New York, NY 10104  
- Contact fields visible: "Tel/Direct:" and "Fax:" — corresponding values are redacted (black bars)

NMLS ID # =326736

From: Richard Kahn (mailto Sent: Tuesday, August 16, 2016 4:34 PM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue E*TRADE Financial Preferred Importance: High

did you get an allocation and final pricing yet?

please advise

thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel ███████████
fax ███████████
cel ███████████

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S <

<mailto:

> > wrote:

Ok. Ill be back

Andrew S. Atlas

First Vice President

Equity Sales/Middle Markets Group

Financial Advisor

Morgan Stanley Wealth Management

1290 Avenue of the =mericas, 12th Floor I New York, =Y 10104

Tel/Direct:

Fax:

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

From: Richard Kahn (mailto Sent: Tuesday, August 16, 2016 10:27 AM To: Atlas, Andrew S (Wealth Mgmt MS) Subject: Re: New Issue EsTRADE Financial Preferred Importance: High

please put in for 5,000,000

thank you

=

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel: 
fax: 
ce:

The image shows an email excerpt.

*   Date: Aug 16, 2016
*   Time: 10:03 AM
*   Sender: Andrew S

Morning Rich,

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

6.375%

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

Details:

ANNOUNCED: E*TRADE Financial =referred

ISSUER: = E*TRADE Financial Corporation =“ETFC”]
ISSUER RATINGS: =aa3 / BBB- (Stable / Stable)
EXPECTED
SECURITY RATINGS: Ba3 / BB-

SECURITY =ESCRIPTION: &n=sp; Fixed-to-Floating Rate Non-Cumulative Perpetual =referred Stock, Series A, $0.01 par value, with a liquidation =reference of $1,000 per share

FORMAT: = SEC Registered SIZE: &=bsp; $400mm (will not =row) OFFER =RICE: $1000 =referred share MATURITY: &nb=p; Perpetual PAR CALL =ATE: On any dividend payment =ate on or after 9/15/2026

DIVIDENDS: &n=sp; Payable at a fixed rate of [ )% from the original =ssue date to September 15, 2026; and thereafter payable at a floating =ate of Three-month LIBOR plus [ %

DIV PAYMENT DATES: Semi-annually =n March 15 and September 15, beginning March 15, 2017 and ending =eptember 15, 2026, and thereafter quarterly on December 15, March 15, =une 15 and September 15

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

Treatment =vent (see red)

LIQUIDATION =IGHTS: Liquidation preference of $1,000 per share plus any =eclared and unpaid dividends, without accumulation of any undeclared =ividends

VOTING =IGHTS: None, except with =espect to certain changes in the terms of Series A Preferred Stock and =n the case of certain dividend non-payments

LISTING: Sinbs=; Not Listed

DRD/QDI ELIGIBLE: Yes

USE OF =ROCEEDS: To finance acquisition of =perture, the ultimate parent company of OptionsHouse. If the =cquisition of Aperture is not consummated, net proceeds will be for =eneral corporate purposes.

Let me know if you have any questions.

Best,
Andrew

Andrew S. Atlas
First Vice President
Equity Sales/Middle Markets Group
Financial Advisor
Morgan Stanley Wealth Management
1290 Avenue of the Americas, 12th Floor | New York, NY 10104
Tel/Direct:  
Fax: 
Email: 
NMLS ID # =326736

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views Dodd-Frank contained Wall herein Street are Reform not =ntended and Consumer to be, =rotection and do not Act. constitute, If you have advice received within this the communication meaning of Section in error, 975 please of the =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission is not intended to waive confidentiality or privilege. Morgan Stanley reserves the right, to the extent =ermitted under applicable law, to monitor electronic communications. =his message is subject to terms available at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will =end the contents to you. By communicating with Morgan Stanley you =onsent to the foregoing and to the voice recording of conversations with personnel of =organ Stanley.

<ETFC - Prelim =rosupp.pdf>

NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views contained herein are not =ntended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer =rotection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission is not intended to waive confidentiality or privilege. Morgan Stanley reserves the right, to the extent =ermitted under applicable law, to monitor electronic communications. =his message is subject to terms available at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will =end the contents to you. By communicating with Morgan Stanley you =onsent to the foregoing and to the voice recording of conversations with personnel of =organ Stanley.

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

NOTICE: Morgan Stanley is not acting as a =unicipal advisor and the opinions or views contained herein are not =ntended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer =rotection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender =mmediately. Mistransmission is not intended to waive confidentiality or privilege. Morgan Stanley reserves the right, to the extent =ermitted under applicable law, to monitor electronic communications. =his message is subject to terms available at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will =end the contents to you. By communicating with Morgan Stanley you =onsent to the foregoing and to the voice recording of conversations with personnel of =organ Stanley.

NOTICE: Morgan Stanley is not acting as a municipal advisor and the opinions or =iews contained herein are not intended to be, and do not constitute, advice =ithin the meaning of Section 975 of the Dodd-Frank Wall Street Reform and =onsumer Protection Act. If you have received this communication in error, please =estroy all electronic and paper copies and notify the sender immediately. Mistransmission is not intended to waive confidentiality or privilege. =organ Stanley reserves the right, to the extent permitted under applicable =aw, to monitor electronic communications. This message is subject to terms =vailable at the following link: http://www.morganstanley.com/disclaimers If you =annot access these links, please notify us by reply message and we will send =he contents to you. By communicating with

## On Aug 16, 2016, at 10:28 AM, =tlas, Andrew S < (cont.)

Morgan Stanley you consent to the =foregoing and to the voice recording of conversations with personnel of =organ Stanley.