**Exhibit 4.13**

**EXECUTION VERSION**

**E* TRADE FINANCIAL CORPORATION,**

**as Issuer**

**and**

**THE BANK OF NEW YORK,**

**as Trustee**

 

**
 
**

**SECONDSUPPLEMENTAL INDENTURE**

**Dated as of January 18, 2008**

 

**
 
**

**12.5% Springing Lien Notes Due 2017**

SECOND SUPPLEMENTAL INDENTURE, dated as of January 18, 2008 (the “**SecondSupplemental Indenture**”) to the Indenture dated as of November 29, 2007 (the “**Base Indenture,**” and as supplemented by the First Supplemental Indenture, dated as of December 27, 2007 (the “**FirstSupplemental 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, theFirst Supplemental 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 now wishes to issue $150,000,000 aggregate principal amount of the Company’s 12.5% Springing Lien Notes due 2017(the “**Additional Notes**”) as provided for under the Base Indenture; 

WHEREAS, Section 2.02 of the BaseIndenture provides that the Company may not issue and the Trustee may not authenticate the Additional Notes unless the Final Closing has occurred; 

WHEREAS, the Final Closing has not occurred; 

WHEREAS, Section 9.02(a) ofthe Base Indenture provides that the Company and the Trustee may amend the indenture with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, provided certain conditions are met; 

WHEREAS, the Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the issuance of the AdditionalNotes in advance of the Final Closing; 

WHEREAS, the Company desires and has requested the Trustee to join it in the executionand delivery of this Second Supplemental Indenture in order to remove the limitation preventing the issuance of the Additional Notes unless the Final Closing has occurred; 

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 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 theIndenture 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 theIndenture, to which provisions specific reference is hereby made.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. 

**ARTICLE 2**

AMENDMENTS

The last sentence of Section 2.02 of the Base Indenture is hereby deleted. 

**ARTICLE 3**

MISCELLANEOUS

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

**Section 3.02.***Counterparts.* This Second Supplemental Indenture may besigned in various counterparts which together shall constitute one and the same instrument. 

**Section 3.03.***FullForce and Effect*. Except as amended hereby, each provision of the Indenture shall remain in full force and effect and, as amended hereby, the Indenture is in all respects agreed to, ratified, and confirmed by the Company and the Trustee. Theconsent of the Holders to this Second Supplemental Indenture shall not constitute an amendment or waiver of any provision of the Indenture except to the extent expressly set forth herein, and shall not be construed as a waiver of or consent to anyfurther or future action on the part of the Company or waiver of any Default or Event of Default, except to the extent expressly set forth herein. 

**Section 3.04.***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 theircorrectness. 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 and deliver this Second Supplemental Indenture andperform its obligations hereunder. 

**Section 3.05***.*****This Second Supplemental Indenture is an amendmentsupplemental to the Indenture and said Indenture and this Second Supplemental Indenture shall henceforth be read together. 

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 J. Lilien Name: Robert J. Lilien Title: Chief Executive Officer
THE BANK OF NEW YORK, as TrusteeBy: /s/ Rafael E. Miranda Name: Rafael E. Miranda Title: Vice President

**EXHIBIT A**

**FORM OF CONSENT TO SECOND SUPPLEMENTAL INDENTURE**

January 18, 2008

Pursuant to Section 9.02(a) of the Indenture, the undersigned Holder, holding a majority of the aggregate principalamount of the outstanding Notes, hereby consents to the amendment of the Indenture in the manner set forth in the Second Supplemental Indenture, to be dated as of the date hereof, among the Company and the Trustee, in the form attached hereto (the“Second Supplemental Indenture”). Capitalized terms used, but not defined, in this consent shall have the meaning defined (including by reference) in the Second Supplemental Indenture. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

IN WITNESS WHEREOF, the undersigned has caused this instrument to be duly executed as of thedate first above written. 

 

Wingate Capital Ltd.

By: Citadel Limited Partnership, its Portfolio Manager
By:  Name: Christopher L. RamsayTitle: Authorized Signatory
[Consent toSecond Supplemental Indenture Signature Page]