ETFC E TRADE Financial Corporation

Item 1.01 Entry into a Material Definitive Agreement

On June 24, 2016, E*TRADE Clearing LLC (“ETC”), an indirect subsidiary of E*TRADE Financial Corporation, entered into a 364-day, $400 million Senior Unsecured Revolving Credit Facility (the “Credit Facility”) with a syndicate of banks, and with JPMorgan Chase Bank, N.A., as administrative agent. The Credit Facility will be used by ETC for short-term operational needs, including, among other things, funding clearing agency margin deposits. As of June 24, 2016, no amounts were outstanding under the Credit Facility. The Credit Facility replaces the 364-day Senior Unsecured Revolving Credit Facility entered into by and among ETC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto on June 26, 2015, which expired in accordance with its terms.

The obligations under the Credit Facility are unsecured. The revolving loans under the Credit Facility will accrue interest at rates equal to, at the election of ETC, either the Federal Funds Rate (as defined in the Credit Facility) or the Eurodollar Rate, plus a fixed margin of 1.75%. ETC will pay a commitment fee of 0.375% on the average daily unused portion of the Credit Facility. ETC may request increases in the aggregate amount of commitments under the Credit Facility in an aggregate amount not to exceed $200 million. The Credit Facility contains customary covenants for credit facilities of this nature, including financial maintenance covenants relating to ETC’s minimum consolidated tangible net worth and regulatory net capital ratio.