Exhibit 4.5



 Exhibit 4.5 
 THIRD SUPPLEMENTAL INDENTURE 
 dated as of June 15, 2011, 

among 
 E*TRADE
Financial Corporation 
 and 
 The Guaranteeing Subsidiaries Party Hereto 
 and 

The Bank of New York Mellon, 
 as Trustee 
 Class A Senior Convertible Debentures due 2019 

Class B Senior Convertible Debentures due 2019 







 THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”),
entered into as of June 15, 2011, by and among E*TRADE Financial Corporation, a Delaware corporation (the “Company”), the Restricted Subsidiaries of the Company listed on the signature pages hereof (the “Guaranteeing
Subsidiaries”) and The Bank of New York Mellon, as trustee (the “Trustee”). 
 RECITALS 

WHEREAS, the Company and the Trustee entered into the Indenture, dated as of August 25, 2009 (the “Base
Indenture”), the First Supplemental Indenture, dated as of February 23, 2011 (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of April 25, 2011 (the “Second Supplemental
Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), relating to the Company’s Class A Senior Convertible Debentures due 2019 and the Company’s Class B
Senior Convertible Debentures due 2019 (together, the “Securities”); 
 WHEREAS, as a condition to the
Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed in Section 4.07 of the Indenture not to permit any Restricted Subsidiary to Guarantee any Indebtedness of the Company unless such Restricted
Subsidiary, to the extent permitted by law, simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary; 

WHEREAS, the Guaranteeing Subsidiaries on the date hereof have agreed to Guarantee other Indebtedness of the Company as required by the
terms of such Indebtedness; 
 WHEREAS, Sections 9.01(b) and (g) of the Indenture provide that the Company and the Trustee
may amend or supplement the Indenture or the Securities without notice to or consent of any Holder to comply with Section 4.07 of the Indenture or to add Guarantees with respect to the Securities in accordance with the applicable provisions of
the Indenture; 
 WHEREAS, the amendments contained herein are necessary to comply with Section 4.07 of the Indenture and
to add Guarantees with respect to the Securities that are pari passu with the Guarantees provided by the Guaranteeing Subsidiaries with respect to such other Indebtedness in accordance with the applicable provisions of the Indenture;

 WHEREAS, all acts and requirements necessary to make this Third Supplemental Indenture a valid and binding instrument in
accordance with its terms have been duly performed and complied with, the execution and delivery of this Third Supplemental Indenture have been duly authorized in all respects and the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel as required by Sections 9.04, 11.04 and 11.05 of the Indenture. 

  








 AGREEMENT 
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Third Supplemental Indenture hereby agree as follows:

 Section 1.01. Definitions. Subject to Section 1.02 hereof, capitalized terms used herein and not otherwise
defined herein are used as defined in the Indenture. 
 Section 1.02. Amendment Pursuant to Section 4.07 of the
Indenture. Each Guaranteeing Subsidiary, by its execution of this Supplemental Indenture, agrees to give a Guarantee of payment of the Securities under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors,
including, but not limited to, Article 10 thereof. For purposes of Article 10 of the Indenture only, the definition of “Subsidiary Guarantor” in Section 1.01 of the Indenture shall be deemed to include each Guaranteeing Subsidiary
party hereto. 
 Section 1.03. Governing Law. This Third Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York. 
 Section 1.04. Counterparts. This Third Supplemental Indenture may
be signed in various counterparts which together will constitute one and the same instrument. 
 Section 1.05. Effectiveness;
Full Force and Effect. This Third Supplemental Indenture is effective as of the date hereof. This Third Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Third Supplemental Indenture henceforth will
be read together. 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. 

Section 1.06. Trustee Not Responsible for Recitals. The Recitals herein are statements of the Company, and the Trustee assumes no
responsibility as to the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. 
 *    *    *    *    * 

  
 2 








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

			
	E*TRADE FINANCIAL CORPORATION, as Issuer
		
	By:	 	/s/ Matthew J. Audette
	Name:	 	Matthew J. Audette
	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	E*TRADE INSTITUTIONAL HOLDINGS INC., as Guaranteeing Subsidiary
		
	By:	 	/s/ Dave Grove
	Name:	 	Dave Grove
	Title:	 	President and Chief Executive Officer
	
	E*TRADE FINANCIAL ADVISORY SERVICES, INC., as Guaranteeing Subsidiary
		
	By:	 	 /s/ Michael Curcio

	Name:	 	 Michael Curcio

	Title:	 	 President and Chief Executive Officer

	
	E*TRADE INSIGHT MANAGEMENT, INC., as Guaranteeing Subsidiary
		
	By:	 	/s/ Michael Curcio
	Name:	 	Michael Curcio
	Title:	 	Chief Executive Officer



  
 [Signature
Page to Third Supplemental Indenture] 








 
			
	ETRADE SECURITIES LIMITED, as Guaranteeing Subsidiary
		
	By:	 	/s/ Willie So
	Name:	 	Willie So
	Title:	 	Director
	
	CONVERGING ARROWS, INC., as Guaranteeing Subsidiary
		
	By:	 	/s/ Lori Sher
	Name:	 	Lori Sher
	Title:	 	Secretary
	
	E*TRADE BROKERAGE SERVICES, INC., as Guaranteeing Subsidiary
		
	By:	 	/s/ Michael Curcio
	Name:	 	Michael Curcio
	Title:	 	President
	
	TIR (HOLDINGS) LIMITED, as Guaranteeing Subsidiary
		
	By:	 	/s/ Michelle Ellingson
	Name:	 	Michelle Ellingson
	Title:	 	Director
	
	E*TRADE FINANCIAL CORPORATE SERVICES INC., as Guaranteeing Subsidiary
		
	By:	 	/s/ James Wulforst
	Name:	 	James Wulforst
	Title:	 	President



  
 [Signature
Page to Third Supplemental Indenture] 








 
			
	E*TRADE SECURITIES CORPORATION, as Guaranteeing Subsidiary
		
	By:	 	/s/ Joe Anthony Y. Gagui
	Name:	 	Joe Anthony Y. Gagui
	Title:	 	Director
	
	E*TRADE MAURITIUS LIMITED, as Guaranteeing Subsidiary
		
	By:	 	/s/ Michelle Ellingson
	Name:	 	Michelle Ellingson
	Title:	 	Director
	
	ETCF ASSET FUNDING CORPORATION, as Guaranteeing Subsidiary
		
	By:	 	/s/ Peter Knitzer
	Name:	 	Peter Knitzer
	Title:	 	President and Chief Executive Officer



  
 [Signature
Page to Third Supplemental Indenture] 








 
			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	/s/ Raymond K. O’Neill
	Name:	 	Raymond K. O’Neill
	Title:	 	Senior Associate



  
 [Signature
Page to Third Supplemental Indenture]