**Exhibit 4.4**

**E* TRADE FINANCIAL CORPORATION,**

**as Issuer**

**and**

**THE BANK OF NEW YORK,**

**as Trustee**

 

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**SECOND SUPPLEMENTAL INDENTURE**

**Dated as ofNovember 1, 2006**

 

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**8% Senior Notes Due 2011**

SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2006 (the “**SupplementalIndenture**”) to the Indenture dated as of June 8, 2004, as supplemented by the First Supplemental Indenture thereto (the “**First Supplemental Indenture**”) dated September 19, 2005 (as so supplemented, the“**Base Indenture,**” and as supplemented by this Second Supplemental Indenture, the “**Indenture**”), between E*TRADE FINANCIAL CORPORATION (the “**Company**”), a Delaware corporation, and THE BANK OF NEWYORK, a New York banking corporation, as trustee (the “**Trustee**”). 

WHEREAS, the Company has duly authorizedthe execution and delivery of the Base Indenture and $500,000,000 aggregate principal amount of the Company’s 8% Senior Notes due 2011; 

WHEREAS, the Company desires and has requested the Trustee to join it in the execution and delivery of this Second Supplemental Indenture in order to correct certain ambiguities in the Base Indenture;

WHEREAS, Section 9.01(a)(1) of the Base Indenture provides that a supplemental indenture may be entered into without theconsent 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 Second Supplemental Indenture have been compliedwith; and 

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and theTrustee, 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 BaseIndenture is 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 Second Supplemental Indenture supplements the provisions of the BaseIndenture, 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.Section 1.01 of the Base Indenture is hereby amended to include the following definition: 

*“Purchase MoneyIndebtedness”* means indebtedness (1) incurred to finance the cost (including the cost of improvement or construction and fees and expenses related to the acquisition) of real or personal property acquired after the Closing Date,provided that (a) the amount of such indebtedness does not exceed 100% of such cost, and (b) such indebtedness is incurred prior to, at the time of, or within twelve months after the later of the acquisition, the completion of constructionor the commencement of full operation of such property; or (2) issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Purchase Money Indebtedness and any refinancings or refundings thereof inaccordance with Section 4.03(a)(3). The term “Indebtedness” for purposes of Section 4.03(a)(3) and clauses (4) and (6) of the second paragraph of Section 4.09, shall be deemed to include “Purchase MoneyIndebtedness.” 

**ARTICLE 3**

MISCELLANEOUS

Section 3.01*. Governing Law.*This SecondSupplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York. 

Section 3.02*. Counterparts.*This Second 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 andthe Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture except that the Trustee represents that it is duly authorized to execute anddeliver this Second Supplemental Indenture and perform its obligations hereunder. 

Section 3.04*.*This SecondSupplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Second Supplemental Indenture shall henceforth be read together. 

 

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

 
E*TRADE FINANCIAL CORPORATIONBy: /s/ Robert Simmons Name: Robert Simmons Title: Chief Financial Officer
 
THE BANK OF NEW YORK, as TrusteeBy: /s/ Stacey B. Poindexter Name: Stacey B. Poindexter Title: Assistant Vice President
 

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