Exhibit 4.12



 Exhibit 4.12 
 E* TRADE FINANCIAL CORPORATION, 
 as Issuer 

 and 
 THE BANK OF NEW YORK, 
 as Trustee 
  
  
 FIRST SUPPLEMENTAL INDENTURE 
 Dated as of
December 27, 2007 
  
  
 12.5% Springing Lien Notes Due 2017 







 FIRST SUPPLEMENTAL INDENTURE, dated as of December 27, 2007 (the “Supplemental
Indenture”) to the Indenture dated as of November 29, 2007 (the “Base Indenture,” and as supplemented by this Supplemental Indenture, the “Indenture”), between E*TRADE FINANCIAL CORPORATION (the
“Company”), a Delaware corporation, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”). 
 WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture and up to $1,936,000,000 (plus any Capitalized Interest) aggregate principal amount of the Company’s 12.5%
Springing Lien Notes due 2017 (the “Notes”); 
 WHEREAS, the Company desires and has requested the Trustee to
join it in the execution and delivery of this Supplemental Indenture in order to correct a defect in the Base Indenture and the Notes issued thereunder, including all Notes issued prior to the date hereof and any Notes issued on or after the date
hereof; 
 WHEREAS, Section 9.01(a) of the Base Indenture provides that a supplemental indenture may be entered into
without the consent of the holders of any Notes by the Company and the Trustee to cure any ambiguity, defect or inconsistency in the Indenture or the Notes, provided certain conditions are met; 
 WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with;
and 
 WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done; 
 NOW, THEREFORE:

 The Company agrees with the Trustee, for the equal and ratable benefit of the holders of the Notes, that the Base Indenture
and all Notes issued prior to the date hereof and any Notes issued on or after the date hereof are supplemented and amended, to the extent expressed herein, as follows: 
 ARTICLE 1 
 SCOPE OF
SUPPLEMENTAL INDENTURE; GENERAL 
 Section 1.01. Scope Of
Supplemental Indenture; General. This Supplemental Indenture supplements the provisions of the Base Indenture, to which provisions specific reference is hereby made, and all Notes issued or to be issued under the Base Indenture. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. 
  

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 ARTICLE 2 
 CORRECTIVE AMENDMENTS 
 Section
2.01. Exhibit A of the Base Indenture and all Notes issued prior to the date hereof and any Notes issued on or after the date hereof are hereby amended to include the following legend is hereby amended to include the following
legend: 
 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. FOR INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT: SENIOR VICE PRESIDENT, CORPORATE TAX, E*TRADE FINANCIAL CORPORATION AT
BALLSTON TOWER, 671 NORTH GLEBE ROAD, 14TH FLOOR, ARLINGTON, VA 22203. 
 The Trustee is directed to affix such legend on all Notes
heretofore issued. 
 ARTICLE 3 
 MISCELLANEOUS 
 Section 3.01. Governing Law. This
Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York. 
 Section 3.02. Counterparts. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument. 
 Section 3.03. Trustee Not Responsible For Recitals. The recitals contained herein shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture except that the Trustee represents that it is duly authorized to execute
and deliver this Supplemental Indenture and perform its obligations hereunder. 
 Section 3.04. This Supplemental
Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 
  
  

					
	E*TRADE FINANCIAL CORPORATION
		
	By:	 	/s/ Robert J. Lilien
		 	Name:	 	R. Jarrett Lilien
		 	Title:	 	President & COO


  

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	THE BANK OF NEW YORK, as Trustee
		
	By:	 	/s/ Rafael E. Miranda
		 	Name:	 	Rafael E. Miranda
		 	Title:	 	Vice President


  

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