E TRADE FINANCIAL Corp (Form: 8-K, Received: 05/11/2012 16:09:18)

E*TRADE FINANCIAL CORPORATION

Dated: May 10, 2012

/s/ Karl A. Roessner

Name: Karl A. Roessner

Title: Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report : May 10, 2012

(Date of earliest event reported)

E*TRADE FINANCIAL CORPORATION

(Exact name of registrant as specified in charter)

Delaware

1-11921

94-2844166

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1271 Avenue of the Americas, 14th Floor, New York, New York 10020

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 521-4300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective May 10, 2012, stockholders of E*TRADE Financial Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Charter”) to declassify the Company’s Board of Directors (the “Board”). The text of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company’s Board had conditionally approved, subject to stockholder approval of the amendment to the Company’s Charter described above, an amendment to the Company’s Amended and Restated Bylaws to further implement the declassification of the Company’s Board. This amendment to the Company’s Bylaws became effective May 10, 2012. The text of the amendment is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of Stockholders held on May 10, 2012, stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 30, 2012 for the Annual Meeting of Stockholders.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1

Amendment to the Company’s Charter to declassify the Board.


For		Against		Abstain		Broker Non-Vote
	200,053,049		1,101,625		6,343,971		39,560,967

Proposal 2

Election of five directors for a term, resultant of the approval of Proposal 1, that will end at the Company’s Annual Meeting of Stockholders in 2013.


Director	For		Against		Abstain
Rodger. A Lawson		203,371,225		939,059		3,188,361
Frank J. Petrilli		203,366,957		940,263		3,191,425
Rebecca Saeger		203,309,944		999,822		3,188,879
Joseph L. Sclafani		199,299,262		971,009		7,228,374
Stephen H. Willard		187,304,108		1,359,086		18,835,451

Proposal 3

Approval, by a non-binding advisory vote, of compensation paid by the Company to its Named Executive Officers.


For		Against		Abstain
	169,543,875		31,544,432		6,410,338

Proposal 4

Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2012.


For		Against		Abstain
	241,798,896		2,505,314		2,755,402

Item 8.01 Other Events

On May 9, 2012, the Company’s Board approved amendments to each of the Company’s Governance Guidelines, Audit Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter.

The Governance Guidelines, Audit Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter are filed as Exhibits 99.1, 99.2, 99.3, and 99.4 respectively to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits .


Exhibit No.		Description

3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation, effective May 10, 2012

3.2		Amendment to Bylaws, effective May 10, 2012

99.1		Governance Guidelines, effective May 9, 2012

99.2		Audit Committee Charter, effective May 9, 2012

99.3		Governance Committee Charter effective May 9, 2012

99.4		Risk Oversight Committee Charter effective May 9, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

E*TRADE FINANCIAL CORPORATION

Pursuant to the provisions of § 242 of the

General Corporation Law of the State of Delaware

E*TRADE Financial Corporation, originally incorporated under the name of E*TRADE Group, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows:

FIRST: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 30, 1996.

SECOND: On June 2, 2010, the Corporation amended and restated its Certificate of Incorporation, pursuant to the DGCL (the “ Amended and Restated Certificate of Incorporation ”).

THIRD: This Certificate of Amendment amends the Amended and Restated Certificate of Incorporation as provided below.

1. Section (b) of Article SEVENTH of the Amended and Restated Certificate of Incorporation is amended and restated to read in its entirety as follows:

(b) Subject to the rights of the holders of any series of Preferred Stock to elect additional Directors under specified circumstances, each Director elected at and after the annual meeting of stockholders of 2012 shall be elected for a term expiring at the next succeeding annual meeting of stockholders and until such Director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. For the avoidance of doubt, any Director elected prior to the annual meeting of stockholders of 2012 shall serve for the remainder of the term to which such Director was elected or until such Director’s earlier death, resignation or removal.

2. Section (c) of Article SEVENTH of the Amended and Restated Certificate of Incorporation is deleted in its entirety.

3 Sections (d) and (e) of Article SEVENTH of the Amended and Restated Certificate of Incorporation are re-lettered as Sections (c) and (d), respectively.

FOURTH: This Certificate of Amendment, which amends the provisions of the Amended and Restated Certificate of Incorporation, was duly adopted in accordance with the provisions of the Amended and Restated

Certificate of Incorporation and Section 242 of the DGCL by the requisite vote of the holders of the outstanding stock of the Corporation entitled to vote thereon at a meeting which was called and held upon notice in accordance with Section 222 of the DGCL.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be duly executed in its corporate name by its duly authorized officer.

Dated: May 10, 2012


*ETRADE FINANCIAL CORPORATION**

By:	/s/ Karl Roessner
	Name:	Karl Roessner
	Title:	General Counsel and Corporate Secretary

Exhibit 3.2

Sections 2.02 and 2.03 of the Amended and Restated Bylaws of the Company shall be amended and restated to be read in their entirety as follows:

Section 2.02. Number; Election; Tenure and Qualification. Subject to amendment in accordance with Article FIFTH of the Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors but shall not be less than six or more than twelve. Except as otherwise provided in the Certificate of Incorporation, each Director elected shall hold office until the next annual meeting of stockholders and their successors shall be elected in accordance with Article SEVENTH of the Certificate of Incorporation. Directors need not be stockholders of the corporation.

Section 2.03. Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board of Directors, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director; provided, however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum). Any director elected by the Board of Directors in accordance with the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal.

Exhibit 99.1

E*TRADE Financial Corporation

A Delaware corporation

(the “Company”)

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors (the “Board”) of the Company has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. The Guidelines should be applied in a manner consistent with all applicable laws, rules and the Company’s charter and bylaws, each as amended and in effect from time to time. The Guidelines are intended to serve as a flexible framework for the conduct of the Board’s business and not as a set of legally binding obligations. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with its duties and responsibilities to the Company and its stockholders.

These Guidelines were originally adopted by the Board of the Company on March 3, 2004, and amended on February 14, 2006, February 13, 2007, May 16, 2008, January 20, 2009 and May 9, 2012.

A. Director Responsibilities

Advise and Oversee Management . The Board acts as the ultimate policy and decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. The directors’ responsibilities include:

•

reviewing and approving fundamental operating, financial and other corporate plans, strategies and objectives;

•

evaluating the performance of the Company and its senior executives and taking appropriate action, including removal, when warranted;

•

evaluating the Company’s compensation programs on a regular basis and determining the compensation of its senior executives;

•

reviewing and approving senior executive succession plans;

•

evaluating whether corporate resources are used only for appropriate business purposes;

•

establishing a corporate environment that promotes timely and effective disclosure (including robust and appropriate controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with all applicable laws and regulations;

•

reviewing and approving the Company’s policies and practices with respect to risk assessment, risk management, compliance, and internal controls;

•

reviewing and approving material transactions and commitments not entered into in the ordinary course of business;

•

developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities;

•

providing advice and assistance to the Company’s senior executives; and

•

evaluating the overall effectiveness of the Board and its committees.

Exercise Business Judgment . In discharging their fiduciary duties, directors are expected to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders.

Company Performance and Corporate Strategy . Directors are expected to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company, including the following:

•

the principal operational and financial objectives, strategies and plans of the Company;

•

the financial performance of the Company, with a particular focus on peer and competitive comparisons;

•

the long-term strategies of the Company and assessments of its strategic, competitive and financial performance, on both an absolute basis and in relation to the financial performance, practices and policies of its peers and competitors;

•

the factors that determine the Company’s success; and

•

the risks and challenges that affect the Company’s business and prospects.

Establish Effective Systems . Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company, including the following:

•

current business and financial performance, the degree of achievement of approved objectives and the need to address forward-planning issues;

•

future business prospects and forecasts, including actions, facilities, personnel and financial resources required to achieve forecasted results;

•

financial statements, with appropriate segment or divisional breakdowns;

•

risk management such that the Company adheres to its established risk management framework and risk profile;

•

compliance programs to assure the Company’s compliance with law and corporate policies; and

•

material litigation and governmental and regulatory matters.

Board, Stockholder and Committee Meetings . Directors are responsible for attending and participating in Board meetings, meetings of the committees on which they serve, and the annual meeting of stockholders. Directors are responsible for preparing themselves for these meetings and devoting the time needed to discharge their responsibilities properly.

Reliance on Management and Advisors; Indemnification .

The directors are entitled to rely on the Company’s senior executives and its outside advisors, auditors and legal counsel, except to the extent that any such person’s integrity, honesty or competence is in doubt by the applicable director(s).

In carrying out their responsibilities, the Board may also select, retain and terminate special risk management, legal, financial, accounting, compliance, audit or other professions advisors (“Advisors”), such selection to be coordinated by the Chair of the Board and the General Counsel of the Company. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by the Board; provided, that the Chair of the Board reviews and approves all invoices of the Advisors prior to their submission to the Company for payment.

Each director is also entitled to Company-provided indemnification, statutory exculpation to the fullest extent provided under applicable state law and directors’ and officers’ liability insurance.

B. Director Qualifications

General Criteria . Each director should have the following characteristics:

a reputation for integrity, honesty and adherence to high ethical standards;

the business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company, and the willingness and ability to contribute positively to the decision-making process of the Company;

a commitment to understanding the Company’s core businesses within the financial services industry and to regularly attend and participate in meetings of the Board and its committees;

the ability to understand potentially conflicting interests of the various constituencies of the Company, which may include stockholders, employees, customers, governmental entities, creditors, vendors and the general public, and to act in the best interests of the franchise as a whole;

should not have, nor appear to have, a conflict of interest that would impair his or her ability to represent the interests of the Company’s stockholders and to fulfill his or her responsibilities of a director; and

an ability to generally fulfill his or her duties and responsibilities as set forth in these Guidelines.

Independence . A majority of the Board shall be composed of directors who are “independent” according to applicable NASDAQ rules and the Company (to the extent the Company maintains requirements that are more stringent). The Governance Committee of the Board (the “Governance Committee”) shall make an affirmative determination at least annually as to the independence of each director. In making this determination, the Governance Committee will rely on the categorical standards found in Annex A, as well as all relevant facts and circumstances.

Composition of the Board . The backgrounds and qualifications of the directors considered as a group should provide a significant breadth and diversity of experience, professional expertise, knowledge and abilities that shall assist the Board in fulfilling its responsibilities.

Application of Criteria to Existing Directors . The re-nomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth in these Guidelines and as established from time to time by the Governance Committee. In addition, the Governance Committee shall consider the existing directors’ performance on the Board and any committee thereof, which shall include among other considerations the extent to which the directors undertook continuing director education.

Advance Resignation . Following his or her election or re-election to the Board, each director shall submit a contingent resignation in writing to the Chair of the Governance Committee. The resignation shall become effective only if the director fails to receive a majority of the votes cast with respect to the director’s election in an election governed by Section 1.07(b) of the Company’s Bylaws and the Board accepts the resignation.

Resignation and Replacement of Unsuccessful Incumbent Director . If an incumbent director fails to receive a majority of the votes cast with respect to the director’s election in an election governed by Section 1.07(b) of the Company’s Bylaws, the Governance Committee will determine on an expedited basis whether to accept the Director’s resignation and will submit its recommendation for prompt consideration by the Board. The Board will consider the Governance Committee’s recommendation, take action and publicly disclose (by press release and a filing with the Securities and Exchange Commission) its decision and, if such resignation is rejected, the rationale behind the decision within 90 days following certification of the stockholder vote. The Governance Committee, in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Board expects any unsuccessful incumbent director to excuse himself or herself from participating in the consideration of his or her resignation by either the Governance Committee or the Board. If the resignation of the unsuccessful incumbent director is not accepted, he or she will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Changes in Primary Employment . If a director significantly changes his or her primary employment during his or her tenure, that director shall tender his or her resignation to the Governance Committee. Although the Governance Committee may find that the new circumstances do not warrant the resignation of the director, it shall nonetheless consider the question, and formally recommend to the Board whether to accept or reject the director’s resignation. The Board will consider the Governance Committee’s recommendation and take action accordingly.

Tenure . Although the Board has determined that explicit term limits for its members are unnecessary, the Governance Committee shall periodically review the tenure of directors, in connection with its procedures for the selection and nomination of directors, to ensure the presence of diverse viewpoints and ideas on the Board. Each newly elected director shall commit to serving on the Board for a minimum of three years, subject to his or her re-election.

Retirement . It is the policy of the Board that no director should be nominated to a new term or to hold a position as an officer of the Board or Chair of any Board Committee if he or she would be age 70 or older at the time of election, unless the Governance Committee recommends that the expected contribution of such director is such that it would be in the best interest of the Company and its stockholders to waive the policy for such director to serve for an additional term. Any such waiver that is granted by the Board will only apply to the next term of the applicable director although more than one waiver may be granted in the Board’s discretion if the applicable director’s expected contribution so warrants.

10.

Simultaneous Service on Other Boards . A director shall limit the number of other public company boards on which he or she serves so that he or she is able to devote adequate time to his or her duties to the Board and the Company, including preparing for and attending meetings. Directors should notify the Governance Committee of proposed service on other boards of directors, or with government or advisory groups, that might place an undue burden on the directors’ time. When practicable, such notice will be given prior to accepting invitations to serve, so as to give the Governance Committee a chance to evaluate the appropriateness of continued Board membership under the proposed circumstances and to advise the member and the Board. If the Board determines that the member cannot effectively serve both the Board and the new position, the Chair of the Board will request the member’s resignation and, if so requested, the member shall tender his or her resignation. The Board has determined that generally, any Board member who is not otherwise employed full-time shall be permitted to serve on the Board and up to three additional public company boards of directors; and any Board member who is employed full-time or is serving as Chair of the Board shall be permitted to serve on the Board and up to two additional public company boards of directors.

11.

Conflicts of Interest . If an actual, potential, or apparent conflict of interest develops because of a change, either in the business of the Company or a subsidiary, or in a director’s circumstances (for example, significant and ongoing competition between the Company and a business with which the director is affiliated), the director shall report the matter immediately to the Governance Committee for evaluation and appropriate resolution. If a director has a personal interest in a matter before the Board, he or she shall disclose the interest to the full Board, and recuse himself or herself from participation in any decision or vote on the matter. A director may have a “personal interest” in a matter if he or she has, directly or indirectly, through business, investment, or family:

a 5% or more ownership or investment interest in any entity with which the Company has a transaction or arrangement;

a compensation arrangement with any entity or individual with which Company has a transaction or arrangement; or

a potential 5% or more ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Company is negotiating a transaction or arrangement.

For purposes of this section, compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A “personal interest” is not necessarily a conflict of interest; a conflict of interest arises only if the Board or a committee thereof decides that it exists.

12.

Director Equity Ownership . The Board believes that directors should hold meaningful equity ownership positions in the Company to help align the interests of directors with those of stockholders. Directors are expected (but not required) to be beneficial owners of shares of the Company’s common stock with a market value equivalent to at least two years’ annual cash retainer fees, within two years of joining the Board. Until a director has met this equity ownership guideline, directors are expected to hold any stock acquired by exercise of stock option or vesting of restricted stock, net of the cost of acquisition and any tax obligation.

13.

Board Size . Although the Board considers its present size to be appropriate, it may consider expansions or contractions to accommodate new circumstances and any changes in the Company’s business. At least annually, the Governance Committee considers the question of Board size and makes recommendations to the Board.

14.

Separate Chair of the Board and Chief Executive Officer roles; Lead Director . The Board has determined to separate the roles of Chair of the Board and Chief Executive Officer of the Company (“CEO”), but shall periodically assess the Board’s leadership structure, including whether these roles shall remain separate and why the Board’s leadership structure is appropriate given the specific characteristics of the Company. If these positions are ever combined, the non-management directors are expected to elect a Lead Director from among their number, to provide a communication channel to and among the non-management directors, chair the meetings of the non-management directors, help the Chair of the Board set meeting agendas, and otherwise assist and advise the Chair of the Board.

15.

Role and Responsibilities of Chair of the Board . The Board shall appoint one of its members to serve as Chair of the Board to serve at its pleasure. The Chair of the Board shall preside at all meetings of the Board, and shall:

supervise the carrying out of the policies adopted or approved by the Board;

have general powers, as well as specific powers conferred by these Guidelines and the Bylaws of the Company;

oversee that the Board acts with the requisite independence, objectivity and due care in fulfilling its responsibilities set forth under these Guidelines; and

have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the Board.

C. Board Meetings

Selection of Agenda Items . The Chair of the Board, in consultation with the Company’s management, establishes the agenda for each Board meeting, and chairs the meeting. Directors are encouraged to suggest agenda items for meetings, and the Chair of the Board in general shall honor such requests.

Frequency and Length of Meetings . The Chair of the Board, in consultation with the Company’s management and the members of the Board, shall determine the frequency and length of the Board meetings. Special meetings may be called from time to time as determined by the needs of the business in accordance with the Company’s bylaws and applicable state law.

Advance Distribution of Materials . The Chair of the Board, in consultation with management, shall ensure that any written materials which would assist directors in preparing for a Board or committee meeting be distributed to the directors in advance of the meeting to the extent possible and directors are expected to review any such materials prior to the meeting.

Executive Sessions . The Company’s non-management directors shall regularly schedule and hold executive sessions in which management does not participate. The Chair of the Board shall chair these sessions which shall be held at least quarterly.

Attendance of and Participation by Non-Directors at Board Meetings . The Board shall receive a report from the Company’s Chief Financial Officer (or his or her designee) regarding the Company’s financial condition, at least on a quarterly basis. The Board encourages the senior executives of the Company to invite, from time to time, Company personnel into Board meetings who (a) can make presentations or provide additional insight into the items being discussed or (b) should be given exposure to the Board due to their potential to become prospective leaders of the Company.

D. Board Committees

Key Committees . The Board may delegate its powers to its committees. At all times, the Board shall have an Audit Committee, a Compensation Committee and a Governance Committee. Only independent directors serve on these three committees. The Board also shall have a Risk Oversight Committee which shall be comprised of a majority of independent directors. Committee members are appointed by the Board, after considering recommendations from the Governance Committee. The Board may establish other standing or ad hoc committees, as it deems advisable in accordance with the Company’s bylaws and applicable law. The Chair of each committee shall be designated by the Board upon consideration of the Governance Committee’s recommendation. No director may chair more than one standing committee of the Board.

Assignment and Rotation of Committee Members . In recommending directors to serve on committees, the Governance Committee shall take into account each director’s particular experience, education, knowledge and expertise, skills, and personal preferences. The rotation of committee member assignments is considered periodically in an effort to provide fresh perspectives, diversity of experience and expertise while balancing the benefits of continuity and experience gained in service on a particular committee.

Committee Charters . Each Board committee shall operate pursuant to its own written charter, approved by the Board. These charters shall set forth the purposes of the various committees, their powers, structure, operations, the qualifications and responsibilities of their members, as well as procedures for reporting to the Board. The charters shall also provide for an annual self-evaluation of the committee’s performance.

Selection of Agenda Items . The Chair of each committee, in consultation with management and the committee members, shall develop the committee’s agenda.

Frequency and Length of Committee Meetings . The Chair of each committee, in consultation with the committee members, shall determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. Special meetings may be called from time to time as determined by the needs of the business and the responsibilities of the committees and in accordance with the Company’s bylaws, the governing documents of such committee and applicable law.

E. Access to Officers, Employees and Independent Advisors

Access to Officers and Employees . Board members shall have full, free and unrestricted access to the Company’s management, officers, employees, outside counsel and independent auditors to assist it in performing their duties and carrying out their responsibilities. Board members shall use judgment to keep such contacts from unduly disrupting the business operation of the Company.

Access to Independent Advisors . The Board and each of its committees have the authority to select, retain and terminate independent legal, financial or other advisors, as they may consider necessary, without conferring with or obtaining the approval of management, in order to perform their requisite responsibilities. Such retention shall be coordinated by the Chair of the Board on behalf of the Board with the assistance of the General Counsel of the Company and the chairs of the respective committees of the Board, on behalf of the committees, as applicable with the assistance the General Counsel of the Company.

F. Director Compensation

Form and Amount of Compensation . The form and amount of director compensation shall be reviewed from time to time, and at least annually, by the Governance Committee in accordance with the policies and principles set forth in its charter. Director compensation shall be approved by the full Board based upon the recommendations of the Governance Committee. Among the considerations the Governance Committee shall take into account is the possibility that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to an organization with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which a director is affiliated. The Governance Committee shall consider each of these matters when determining the form and amount of director compensation.

Corporate Gifts . Corporate policies on charitable and political giving, and their supervision, fall within the purview of the Governance Committee. In particular, proposed contributions, or pledges of contributions, by the Company in unusually large amounts, are subject to prior review and approval by the Governance Committee, which is also provided annually with a report from management of the charitable contributions or pledges made by the Company during the fiscal year.

G. Director Orientation and Continuing Education

Director Orientation . The Governance Committee shall develop and oversee an educational program for directors, which orients new directors and helps experienced directors to stay current. The orientation program shall include presentations by management to familiarize the directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors, and its outside legal advisors. The orientation program shall also address the Company’s expectations of its directors.

Continuing Education . Each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to better perform his or her duties and to recognize and address appropriately issues that arise. Directors are encouraged to attend at least once per year, a director education program that is focused on current business, regulatory or governance trends that may impact the Company and are relevant to their service on the Board. Directors are encouraged to provide feedback on these programs to the relevant committee of the Board or the full Board, as appropriate.

H. CEO Evaluation and Management Succession

The Board considers Company management evaluation and CEO succession planning an important responsibility of the Board. The Board, in conjunction with its Board committees, shall carry out the following responsibilities:

The Board shall review a succession plan for the Company’s CEO and other senior executives regularly (and at least annually).

The Governance Committee, working in consultation with the CEO, shall lead a review of the Company’s management succession plans at least annually. The plans shall include policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and evaluations of, and development plans for, any potential successors to the CEO. The plans shall include issues associated with preparedness for the possibility of an emergency situation involving the CEO and other senior executives.

While the Governance Committee shall lead the reviews, the entire Board has primary responsibility for CEO succession planning and shall develop both long-term and contingency plans for succession of the CEO.

The Chair of the Board and the Compensation Committee shall lead an annual evaluation of the performance of the CEO together with the Board. The Compensation Committee shall lead an annual evaluation of the performance of the Company’s senior executives and this evaluation is reported to the full Board in connection with compensation awards and is incorporated in the succession planning.

I. Annual Performance Evaluation

The Board, led by the Governance Committee, annually evaluates its own performance, and that of its committees. The Governance Committee shall, from time to time as it deems appropriate, use an independent third party service provider to conduct such annual evaluation. By acting on these findings, the Board can continually improve the quality of its corporate governance. The Governance Committee conducts the evaluation in accordance with its charter.

J. Board Interaction with Stockholders, Institutional Investors, the Press, and Customers.

The Board has determined that the CEO, and his or her designees, and management should speak for the Company when communicating or meeting with various constituencies that are involved with the Company. Board members will provide the CEO or the Company’s General Counsel any written communications that are submitted to Board members by stockholders and other interested parties, and the CEO or the General Counsel will respond if and as appropriate and provide the Board copies or summaries of such communications, if he or she deems appropriate.

K. Periodic Review of the Corporate Governance Guidelines

The Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.

Annex A

As specified above in these Corporate Governance Guidelines, a majority of the Board shall comprise directors meeting the independence requirements of the NASDAQ Stock Market (NASDAQ) and the Company. The Board, through its Governance Committee (the “Governance Committee”), will make a determination regarding the independence of each director annually based on all relevant facts and circumstances. The Board has adopted the following categorical standards to assist it in making a determination of independence. Although any director who meets NASDAQ independence requirements and the following criteria shall be presumed to be independent (except for purposes of serving as a member of the Audit Committee), the Governance Committee may make an affirmative determination to the contrary based on its review of other factors:

A director who serves as an executive officer or employee of, or beneficially owns more than a 10% equity interest in, any corporation, partnership or other business entity that during the most recently completed fiscal year made payments to the Company or received payments from the Company for property or services if such payments were less than the greater of 5% of such other entity’s gross consolidated revenues for such fiscal year and $200,000.

A director who serves as an executive officer or employee of, or beneficially owns more than a 10% equity interest in, any bank, corporation, partnership or other business entity to which the Company was indebted at the end of its most recently completed fiscal year in an amount less than the greater of 5% of such other entity’s total consolidated assets at the end of such fiscal year and $200,000.

A director who is a member or employee of a law firm that has provided services to the Company during the most recently completed fiscal year if the total billings for such services were less than the greater of 5% of the law firm’s gross revenues for such fiscal year and $200,000.

A director who is a partner, executive officer or employee of any investment banking firm that has performed services for the Company (other than as a participating underwriter in a syndicate) during the most recently completed fiscal year if the total compensation received for such services was less than the greater of 5% of the investment banking firm’s consolidated gross revenues for such fiscal year and $200,000.

Exhibit 99.2

E*TRADE Financial Corporation

A Delaware corporation

(the “Company”)

Audit Committee Charter

This Charter was adopted by the Board of Directors (the “Board”) of the Company on January 22, 2003, and amended on February 13, 2007, August 13, 2009, July 26, 2011 and May 9, 2012.

A.	Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of the Company shall be to serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system and to provide an open avenue of communication among the independent auditors, financial and senior management and the Board. The Committee’s primary duties and responsibilities are to monitor and oversee:

•

the integrity of the financial statements of the Company and its financial reporting process and systems of internal controls regarding finance and accounting;

•

the qualifications, independence and performance of the Company’s independent auditor;

•

the performance of the Company’s internal audit function; and

•

compliance by the Company with applicable legal and regulatory requirements.

The Committee shall prepare the audit committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement. To effectively perform his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership.

B.	Structure and Membership

Number . The Committee shall consist of at least three directors of the Company (each, a “member”).

Independence . Each member of the Committee shall be “independent” according to the standards of the NASDAQ Stock Market and the Company (to the extent the Company maintains requirements that are more stringent).

Financial Literacy . Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Committee. In addition, at least two members shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, internal accounting controls and experience with the preparation or auditing of financial statements of generally comparable companies and the application of such principles in connection with the accounting for estimates, accruals, and reserves.

Chair . The Board shall designate the Chair of the Committee, upon the recommendation of the Governance Committee of the Company (the “Governance Committee”).

Selection and Removal . The Governance Committee of the Company shall recommend nominees for appointment to the Committee annually and as vacancies or newly-created positions occur or are about to occur. Committee members shall be appointed by the Board annually and may be removed by the Board at any time, with or without cause.

C.	Authority and Responsibilities

General

The Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management and the Company’s registered public accounting firm (the “independent auditor”) in accordance with the same standards of duty and care as do the Directors of the Board.

The Committee’s primary task is one of oversight as set forth in this Charter. In performing their duties and responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared by:

•

One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented;

•

Counsel, independent internal and external auditors or other persons retained by the Company or the Committee as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; or

•

Another committee of the Board as to matters within its designated authority which the Committee member reasonably believes to merit confidence.

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is authorized to undertake, and has responsibility for, the following matters:

Oversight of Independent Auditors

Retention and Termination . The Committee has the sole authority to retain and terminate the independent auditors of the Company (subject, if applicable, to stockholder ratification), including sole authority to approve all audit engagement fees and terms and all non-audit services to be provided by the independent auditors. The Committee must pre-approve each such non-audit service to be provided by the Company’s independent auditors. The Committee may consult with management in the decision making process, but may not delegate this authority to management. The Committee may, from time to time, delegate its authority to approve non-audit services on a preliminary basis to one or more Committee members, provided that such designees present any such approvals to the full Committee at the next Committee meeting.

Oversight . The Committee shall review and approve the timetable, scope and staffing of the independent auditors’ annual audit plan(s).

Independence . The Committee shall evaluate the independent auditors’ qualifications, performance and independence, and shall present its conclusions and recommendations with respect to the independent auditors to the Board on at least an annual basis. As part of such evaluation, at least annually, the Committee shall:

obtain and review a report from the Company’s independent auditors:

(i)

describing the independent auditor’s internal quality-control procedures;

(ii)

describing any material issues raised by (a) the most recent internal quality-control review or peer review of the independent auditor, or (b) any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the auditing firm; and any steps taken to deal with any such issues;

(iii)

describing all relationships between the independent auditor and the Company; and

(iv)

assuring that Section 10A of the Securities Exchange Act of 1934 has not been implicated; and

(v)

assuring that the independent auditors responsible for auditing the Company did not provide any consulting services that would impair its independence under the relevant rules and regulations.

evaluate the adequacy of the auditors’ quality-control procedures and their compliance with such controls;

review and evaluate the senior members of the independent auditor team, particularly the lead audit partner;

consider whether the lead audit partner or the audit firm should be rotated in addition to the rotation of the lead audit or reviewing partner as required by law, so as to assure continuing auditor independence;

obtain the opinion of management and the internal auditors of the independent auditor’s performance;

Hiring Policies . The Committee shall establish clear policies for the Company’s hiring of employees or former employees of the independent auditors.

Oversight of Internal Audit Function

Internal Audit Program Review . At least annually, the Committee shall evaluate the performance, responsibilities, budget and staffing of the Company’s internal audit function and review the annual internal audit plan and the result of the internal audits for each audited department. Such evaluation shall include a review of the responsibilities, budget and staffing of the Company’s internal audit function with the independent auditors as well as an evaluation of the thoroughness and effectives in identifying actual and potential weaknesses in internal controls, and make any recommendations to improve the internal audit function as may be appropriate. The Committee shall review the results of completed internal audits and evaluate whether the Company’s internal controls over financial reporting are sufficient to detect, and deter fraudulent financial reporting. The Committee shall receive periodic presentations from the internal audit department on the identification and remediation of material weaknesses in the Company’s internal control environment, including any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize, and report financial data.

Role of Chief Audit Executive . The Committee shall meet periodically with the Chief Audit Executive to review and evaluate the internal audit function. One of the primary functions of the Chief Audit Executive shall be to assist the Audit Committee in fulfilling its oversight responsibilities by reviewing, in detail and on an on-going basis:

the financial reports and other financial information provided by the Company to any governmental body or the public;

the Company’s systems of internal controls with respect to finance, accounting, legal, compliance, regulatory, compliance and ethics that management has established;

the Company’s auditing, accounting and financial reporting processes generally;

Evaluation of Chief Audit Executive . At least annually, the Committee, in consultation with management of the Company shall evaluate the performance of the Chief Audit Executive for the Company, or if none shall be named, the senior internal auditing executive and shall have, following consultation with management of the Company, the authority to retain and to terminate the Chief Audit Executive or if none shall be named, the senior internal auditing executive.

Comprehensive Supervisory Plan . The Committee shall oversee, review and approve management’s development of a comprehensive supervisory plan for the Company, which shall include an internal audit plan. The Committee shall oversee that management develops such a supervisory plan annually and updates it as appropriate for the consolidated organization.

Internal Audit Reports . The Committee shall review all significant reports prepared by the Internal Audit Department together with management’s response and the follow-up to these reports.

Financial Statements; Disclosure and Regulatory Matters

Review of Financial Statements and Reports . The Committee shall review with management, the internal auditors and the independent auditor, in separate meetings if the Committee deems it appropriate:

the annual audited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-K;

the quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-Q;

any analyses or reports prepared by management, the internal auditors and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

the critical accounting policies and practices of the Company;

the effect of regulatory and accounting initiatives (including any SEC investigations or proceedings) on the financial statements of the Company;

the effect of off-balance sheet structures on the financial statements of the Company; and

any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles.

Review of Earnings Information . The Committee shall review, in conjunction with management, the Company’s policies with respect to the Company’s earnings press releases and all financial information, such as earnings guidance, provided to analysts and rating agencies, including the types of information to be disclosed and the types of presentation to be made and paying particular attention to the use of “pro forma” or “adjusted” “non-GAAP” information.

Review of Legal and Regulatory Matters . The Committee shall review periodically with the General Counsel of the Company, legal and regulatory matters that may have a material impact on the Company’s financial statements.

Review of Internal Controls . The Committee shall, in conjunction with the Chief Executive Officer and Chief Financial Officer of the Company, periodically review the Company’s internal controls (including computerized information system controls and security) and disclosure controls and procedures, including whether there are any significant deficiencies in the design or operation of such controls and procedures, material weaknesses in such controls and procedures, any corrective actions taken with regard to such deficiencies and weaknesses and any fraud involving management or other employees with a significant role in such controls and procedures.

Review of Audit Issues . The Committee shall review and discuss with the independent auditor any audit problem or difficulties and management’s response thereto; including those matters required by Statement on Auditing Standards No. 61, including the following:

any restrictions on the scope of the independent auditor’s activities or access to requested information;

any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise);

any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement;

any management or internal control letter issued, or proposed to be issued, by the auditor; and

any significant disagreements between the Company’s management and the independent auditor.

Procedures . The Committee shall establish and oversee procedures for:

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Audit Committee Report . The Committee shall prepare the audit committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

D.	Procedures and Administration

Meetings . The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, but not less frequently than five times annually, including meeting prior to the commencement and following the completion of the annual audit by the Company’s independent auditor. At least one meeting per year shall contain an executive session with no members of management present. Special meetings may be held from time to time pursuant to the call of the Chair of the Committee. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings, shall set meeting agendas consistent with this Charter and shall, when present, preside at the meetings of the Committee. Meetings may be conducted by teleconference. In lieu of a meeting, the Committee may also act by unanimous written consent resolution. The Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary of the Company. At least quarterly, the Committee shall meet separately with management, with internal auditors or other personnel responsible for the internal audit function and with the independent auditor.

Quorum . A majority of the Committee members in office shall constitute a quorum at any meeting but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If a quorum is present, the Committee may take action through the vote of a majority of the directors who are in attendance.

Subcommittees . The Committee may, to the full extent permitted by applicable law or regulation, form and delegate its authority to subcommittees of the Committee when it deems appropriate and in the best interests of the Company.

Reports to the Board . The Committee shall report to the Board at least quarterly. This report shall include a review of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the performance and independence of the Company’s independent auditors, the performance of the internal audit function and any other matters that the Committee deems appropriate or is requested to be included by the Board.

Charter . The Committee shall periodically, and not less than annually, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Independent Advisors . The Committee has the authority (without seeking Board or management approval) to retain and terminate special legal, financial, accounting, audit or other professional advisors (“Advisors”) to assist the Committee in performing its responsibilities under this Charter. Such retention shall be coordinated by the Committee Chair with the assistance of the General Counsel of the Company. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by the Committee; provided, that the Committee reviews and approves all invoices of the Advisors prior to their submission to the Company for payment.

Access to Company Employees and Advisors . In addition to the above, the Committee shall have full, free and unrestricted access to the Company’s management, officers, employees, outside counsel, investment bankers, analysts who follow the Company and independent auditors to assist the Committee in performing its duties under the Charter and the Committee may, upon reasonable notice, require the Company’s management, officers, employees, outside counsel, investment bankers and independent auditors to meet with one or more of the Committee’s Advisors.

Annual Self-Evaluation . At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

Recommendations to the Board . The Committee shall make recommendations to the Board based on its conclusions, oversight and review or, if power to do so is delegated by the Board, the Committee shall approve matters within such delegation of authority.

E.	Limitations Inherent in the Audit Committee’s Role

It is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company, and for establishing and maintaining adequate internal controls over financial reporting. The independent auditor is responsible for auditing the Company’s financial statements and the Company’s internal control over financial reporting and for reviewing the Company’s unaudited interim financial statements.

It is also not the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the outside auditors, to guarantee the independent auditor’s reports, or to assure compliance with laws and regulations and the Company’s policies generally.

Exhibit 99.3

E*TRADE Financial Corporation

A Delaware corporation

(the “Company”)

Governance Committee Charter

This Charter was adopted by the Board of Directors (the “Board”) of the Company on April 23, 2003, and amended on February 13, 2007, August 13, 2009, and May 9, 2012.

A.	Purpose

The purpose of the Governance Committee (the “Committee”) of the Board of the Company shall be to:

•

identify individuals qualified to become Board members;

•

recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies or newly created directorships that may occur between such meetings;

•

identify and recommend directors for membership on Board committees;

•

identify and recommend directors to chair each of the Board committees;

•

evaluate Board performance;

•

oversee and set compensation for the Company’s directors;

•

develop, recommend and oversee compliance with the Corporate Governance Guidelines and Code of Professional Conduct of the Company;

•

review the Company’s management succession planning; and

•

review the Company’s reporting in documents filed with the Securities and Exchange Commission, to the extent related to corporate governance or any other matter for which the Committee has responsibility.

B.	Structure and Membership

Number . The Committee shall consist of at least three members of the Board (each, a “member”).

Independence . Each member of the Committee shall be “independent” according to applicable NASDAQ rules and the Company (to the extent the Company maintains requirements that are more stringent).

Chair . The Chair of the Committee shall be designated by the Board upon consideration of the Committee’s recommendation.

Selection and Removal . The independent members of the Board shall recommend nominees for appointment to the Committee annually and as vacancies or newly-created positions occur or are about to occur. Committee members shall be appointed by the Board annually and may be removed by the Board at any time, with or without cause.

C.	Authority and Responsibilities

General

The Committee members shall discharge their responsibilities and shall assess the information provided by the Company’s management, in accordance with the same standards of duty and care as they do as members of the Board. In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is authorized to undertake, and has responsibility for, the following areas related to the Company.

Board and Committee Membership

Selection of Director Nominees . The Committee shall conduct searches for qualified individuals for membership on the Company’s Board.

Nomination of Directors and Board Committee Members . At least annually and as vacancies or newly-created positions occur or are anticipated to occur, the Committee shall recommend individuals for membership on the Company’s Board and directors for appointment to the committees of the Board. The Committee shall consider recommendations sent to the Company’s Corporate Secretary at the Company’s headquarters including any recommendations submitted by any stockholder who has continuously held at least 5% of the Company’s voting securities (either directly or as part of a group) for at least one year and is not a competitor. In making its recommendations, the Committee shall:

review and recommend criteria for Board and committee membership;

review candidates’ qualifications for membership on the Board or a committee of the Board (including a determination as to the independence of the candidate) and any potential conflicts with the Company’s interests;

assess the contributions and performance of current directors in connection with their nomination to additional terms on the Board or participation on any committee;

periodically review the composition of the Board and its committees to determine whether it may be appropriate to add individuals after considering issues of knowledge, expertise, judgment, term of service, age, skills, diversity of background and experience, and relations with various constituencies in light of the risks and current challenges of the Company; and

consider rotation of committee members and committee chairs in an effort to provide fresh perspectives, diversity of experience and expertise while balancing the benefits of continuity and experience gained in service on a particular committee.

Director Compensation . Periodically, the Committee shall review compensation (including stock option grants and other equity-based compensation) for the Company’s directors. In so reviewing and approving director compensation, the Committee shall:

identify corporate goals and objectives relevant to director compensation (including efforts by the Company to retain such directors and the cost to the Company of the particular director’s form of compensation);

evaluate the performance of the Board in light of such goals and objectives and set director compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company; and

review and recommend any long-term incentive component of director compensation based on the awards given to directors in past years, the Company’s performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Committee deems appropriate and in the best interests of the Company.

The Committee shall present its proposals with respect to director compensation to the full Board for its approval.

Director Orientation and Continuing Education . The Committee shall develop and oversee an orientation and continuing education program for directors, the details of which are set forth in the Company’s Corporate Governance Guidelines.

Size and Responsibilities of Board . At least annually, the Committee shall review the number, size and responsibilities of the Board and its committees and recommend any actions in this regard to the Board.

Evaluation of the Board; Succession Planning

Evaluation of the Board and Committees . At least annually, the Committee shall review and assess the performance of the Board and its committees to determine whether it and its committees are functioning effectively. The Committee shall report the results of its assessment, including any recommendations for proposed changes, to the Board.

Management Succession . The Committee shall, in consultation with the Company’s Chief Executive Officer (the “CEO”), periodically review the Company’s management succession planning including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and the evaluation of, and development plans for, any potential successor to the then current CEO.

Additional Powers . The Committee shall have such other duties as may be delegated from time to time by the Board.

Corporate Governance Matters

Corporate Formalities . The Committee shall assist the Board to ensure that all appropriate corporate formalities are followed in the actions undertaken by the Board.

Corporate Governance Guidelines . The Committee shall develop and recommend to the Board the Corporate Governance Guidelines and, working with senior management of the Company, the Code of Professional Conduct for the Company.

At least annually, the Committee shall review and reassess the adequacy of such Corporate Governance Guidelines and Code of Professional Conduct and recommend any proposed changes to the Board.

The Committee shall oversee compliance with the Company’s Corporate Governance Guidelines and Code of Professional Conduct and report on such compliance to the Board. The Committee shall also review and approve any waivers of the Company’s Corporate Governance Guidelines or Code of Professional Conduct for the Company’s directors, executive officers and senior financial officers.

Conflicts of Interest, Related Party Transactions . The Committee shall identify potential conflicts of interest involving directors and shall determine whether such director or directors may vote on any such issue.

The Committee shall assist the Board to ensure that any transaction with a related party is thoroughly reviewed on a regular basis so that such transaction is, and remains, on the terms that are at arms’ length and calculated to promote long term shareholder value.

The Committee shall assist the Board to ensure that all of the Board’s material contractual and other business relationships are entered into on an arm’s length basis and intended to promote long term shareholder value.

Disclosures . The Committee shall review the Company’s reporting in documents filed with the Securities and Exchange Commission, to the extent related to corporate governance or any other matter for which the Committee has responsibility.

D.	Procedures and Administration

Meetings . The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, provided that the Committee shall meet at least quarterly. Special meetings of the Committee may be held from time to time pursuant to the call of the Chair of the Committee. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings, shall set meeting agendas consistent with this Charter and shall, when present, preside at all meetings of the Committee. Meetings may be conducted by teleconference. In lieu of a meeting, the Committee may also act by unanimous written consent resolution. The Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary of the Company.

Quorum . A majority of the Committee members in office shall constitute a quorum at any meeting but a lesser number may adjourn any meeting. If a quorum is present, the Committee may take action through the vote of a majority of the directors who are in attendance.

Reports to the Board . The Committee shall report to the Board at least quarterly. This report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board or management performance, corporate governance or any other matters that the Committee deems appropriate or is requested to be included by the Board.

Charter . At least annually, the Committee shall review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Independent Advisors . The Committee has the authority (without seeking Board or management approval) to select, retain and terminate legal, financial, executive search and/or compensation firms, employee benefit, or other professional advisors (“Advisors”) to assist the Committee in performing its responsibilities under this Charter. Such retention shall be coordinated by the Committee Chair with the assistance of the General Counsel of the Company. For purposes of clarification, this authority excludes selecting, retaining and terminating the Company’s registered public accounting firm. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by the Committee; provided , that the Committee reviews and approves all invoices of the Advisors prior to their submission to the Company for payment.

Access to Company Employees and Advisors . In addition to the above, the Committee shall have full, free and unrestricted access to the Company’s management, officers, employees, outside counsel and independent auditors to assist the Committee in performing its duties under this Charter and the Committee may, upon reasonable notice, require the Company’s management, officers, employees, outside counsel and independent auditors to meet with one or more of the Committee’s Advisors. In performing its functions, the Committee is entitled to rely on the findings of fact, advice, reports and opinions of its Advisors and of management as well as any legal, accounting or other advisors retained by the Company.

Annual Self-Evaluation . At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

Exhibit 99.4

E*TRADE Financial Corporation

A Delaware Corporation

(the “Company”)

Risk Oversight Committee Charter

This Charter was adopted by the Board of Directors (the “Board”) of the Company on May 16, 2008 and amended on August 13, 2009, September 24, 2009, and May 9, 2012.

A.	Purpose

The purpose of the Risk Oversight Committee (the “Committee”) shall be to assist the Board and oversee and monitor the Company’s senior management in carrying out of the following responsibilities:

•

The financial management of the Company and its subsidiaries;

•

Defining the risk profile of the Company, including identifying and assessing the risks facing the Company;

•

Managing the financial risk and return of the Company;

•

Compliance with legal and regulatory requirements;

•

The Company’s strategic planning, including reviewing material strategic transactions and potential material investments by the Company in, or in the Company by, third parties.

B.	Structure and Membership

Number, Composition . The Committee shall consist of at least three members of the Board (each, a “member”). If deemed advisable by the Board, the Company’s Chief Executive Officer may be a member of the Committee.

Independence . A majority of the Committee shall be “independent” according to the standards of the NASDAQ Stock Market and the Company (to the extent the Company maintains requirements that are more stringent).

Chair . The Chair of the Committee shall be designated by the Board upon consideration of the Board’s Governance Committee’s (the “Governance Committee”) recommendation.

Selection and Removal . The Governance Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly-created positions occur or are about to occur. Committee members shall be appointed by the Board annually and may be removed by the Board at any time, with or without cause.

C.	Authority and Responsibilities

General

The Committee members shall discharge their responsibilities and shall assess the information provided by the Company’s management, in accordance with the same standards of duty and care as they do as members of the Board. In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is authorized to undertake, and has responsibility for, the following areas relating to the Company and its subsidiaries.

Oversight of Financial Management

Capital . The Committee is responsible for overseeing and reviewing with senior management the Company’s capital planning process, its capital position, its capital adequacy and structure. Specific responsibilities of the Committee include:

ongoing review of consolidated capital reporting, including projections and comparisons of the Company’s position to internal targets, benchmarks and limits;

ongoing review of the Company’s significant capital expenditures;

oversight and review of the Company’s capital structure and financing requirements; and

oversight and review of the Company’s and its bank subsidiaries’ regulatory capital, leverage ratios and similar measures of capital adequacy as measured against the Company’s risk appetite.

Policies . The Committee is responsible for overseeing and reviewing with senior management certain policies related to the financial management of the Company and its subsidiaries and overseeing the Company’s implementation of such policies. These policies include:

the Company’s policies relating to capital, funding, liquidity and funds transfer risk;

the Company’s asset and liability management and cash management policies; and

the Company’s dividend policy. Related to the review of the Company’s dividend policy, the Committee is also responsible for overseeing any potential common stock repurchase programs and stock splits.

Funding and Liquidity . The Committee is responsible for overseeing and reviewing with senior management the Company’s funding and liquidity requirements. As part of this function, the Committee shall review with senior management the Company’s issuance of equity securities, debt securities, promissory notes, commercial paper, guarantees, keep-well and support agreements or other similar securities or instruments (or any programs relating to the foregoing), the entering into of repurchase and reverse repurchase agreements, borrowing facilities, loan agreements, letter of credit facilities, collateral security or pledge agreements and other arrangements with banks and other lenders and similar or related transactions, above any levels specified by the Board.

Risk Profile and Oversight

Risk Management Function . The Committee shall oversee senior management’s establishment of an independent enterprise-wide risk management (“ERM”) framework. The Committee is responsible for overseeing the Company’s risk management function, such that senior management is properly positioned, staffed and resourced, and that senior management carries out its risk management responsibilities effectively.

Risk Profile . The Committee shall oversee and work with the Company’s Chief Risk Officer, the Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), the Company’s Chief Compliance Officer, when designated and outside legal counsel and regulatory consultants as needed, to recommend a risk profile of the Company to the Board for its approval. In defining the Company’s risk profile, the Committee shall consider with senior management the Company’s risk capacity, risk appetite, global risk limits, current risk profile, risk exceptions and remediation protocols.

Risk Elements . The Committee shall review and monitor with senior management the Company’s business’s’ financial risk through the review of interest rate sensitivity, liquidity ratios, capital adequacy, market risk exposure and funding mix.

Policies . The Committee shall oversee and review with senior management the Company’s ERM charter, policies and procedures for assessing and managing exposure to, and shall provide oversight of the Company’s management of operational risk, credit risk, market risk, interest rate risk, investment risk and liquidity risk, including the framework for counterparty credit risk management and trading limits.

Legal and Compliance . The Committee shall receive and oversee the report of the Chief Compliance Officer or, prior to the appointment of the Chief Compliance Officer, the Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), that is provided, at least quarterly, to the Board

regarding the Company’s overall state of compliance. Such report shall address the overall level of compliance risk facing the entire Company and trend data, as well as the current status of the Company’s compliance oversight program, including a summary of significant projects and other items being conducted and monitored by the Company’s compliance organization. The report shall also include the results of any monitoring and testing activities and shall discuss whether and reasons the Company’s resources and training activities are sufficient. The Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), shall review periodically and not less than quarterly, any other legal and regulatory matters that may have a material impact on the Company’s compliance policies and programs.

Business Continuity Plan . The Committee shall review the Company’s Business Continuity Plan and related critical processes and applications.

Strategic Matters and Investments

Strategic Plan . The Committee shall oversee senior management’s establishment of the Company’s overall strategic planning process and alignment of the Company’s risk profile with its strategic plan, goals and objectives, which shall be recommended to the Board for their review and approval. Senior management will monitor and provide periodic reports to the Committee and/or the Board, as appropriate, regarding management’s implementation of the strategic plan. The Committee shall review and make recommendations with respect to any new business initiatives or strategies that face significant and material risk or deviations from the strategic plan.

Strategic Transactions . The Committee shall review any material strategic transactions, principal investments or dispositions (other than the acquisition or disposition of liquid or publicly traded securities in the normal course of business) where the aggregate amount of consideration to be paid or received exceeds any levels specified by the Board.

Proposed Investments . The Committee shall review all proposed material investments by the Company in, or in the Company by, third parties in the Company and/or its securities.

Policies . The Committee shall review the Company’s policies governing strategic transactions, principal investments and dispositions of assets.

D.	Procedures and Administration

Meetings . The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, provided that the Committee shall meet at least quarterly. Special meetings of the Committee may be held from time to time pursuant to the call of the Chair of the Committee. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings, shall set meeting agendas consistent with this Charter and shall, when present, preside at all meetings of the Committee. Meetings may be conducted by teleconference. In lieu of a meeting, the Committee may also act by unanimous written consent. The Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary of the Company.

Quorum . A majority of the Committee members in office shall constitute a quorum at any meeting but a less number may adjourn any meeting, from time to time. If a quorum is present, the Committee may take action through the vote of a majority of the directors who are in attendance.

Subcommittees . The Committee may, to the fullest extent permitted by applicable law or regulation, form and delegate its authority to subcommittees of the Committee when it deems appropriate and in the best interests of the Company.

Reporting to the Board . The Committee shall report to the Board regularly, and not less than quarterly. Any reports shall include recommendations or issues that arise with respect to the Company’s financial affairs, risk management, capital adequacy, risk profile, compliance with legal/regulatory requirements, strategic plan, potential material strategic transactions or significant principal investments, dispositions of material assets or third-party investments in or by the Company, and any other matter that the Committee deems appropriate or is requested to be included by the Board.

Charter . The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for its approval.

Independent Advisors . The Committee has the authority (without seeking Board or management approval) to select, retain and terminate special risk management, legal, financial, accounting, audit or other professional advisors (“Advisors”) to assist the Committee in performing its responsibilities under this Charter. Such retention shall be coordinated by the Committee Chair with the assistance of the General Counsel of the Company. For purposes of clarification, this authority excludes selecting, retaining and terminating the Company’s registered public accounting firm. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by the Committee; provided , that the Committee reviews and approves all invoices of the Advisors prior to their submission to the Company for payment.

Access to Company Employees and Advisors . In addition to the above, the Committee shall have full, free and unrestricted access to the Company’s management, officers, employees, outside counsel and independent auditors to assist the Committee in performing its duties under this Charter and the Committee may, upon reasonable notice, require the Company’s management, officers, employees, outside counsel and independent auditors to meet with one or more of the Committee’s Advisors. In performing its functions, the Committee is entitled to rely on the findings of fact, advice, reports and opinions of its Advisors and of management as well as any legal, accounting or other advisors retained by the Company.

Annual Self-Evaluation . At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

E.	Limitations Inherent in the Committee’s Role

It is not the duty of the Committee but rather the responsibility of the Chief Executive Officer of the Company and the Company’s senior management to identify and assess the Company’s exposure to risk. The Committee, however, shall meet with the Chief Risk Officer and Chief Compliance Officer at least quarterly to review the Company’s risk management, compliance activities and potential risk exposures. While the Committee is responsible for overseeing the risk management function, including reviewing with management the guidelines and policies that govern the process by which risk assessment and risk management is undertaken, it is not the sole body responsible for ensuring that the Company’s risk management function is carried out efficiently and effectively.