Supplemental Indenture dated as of November 10,2005



 Exhibit 4.1 
  

 
 E* TRADE FINANCIAL CORPORATION, 
  
 as Issuer 
  
  
 and 
  
  
 THE BANK OF NEW YORK, 
  
 as Trustee

  
  

  
  
 FIRST SUPPLEMENTAL INDENTURE 
  
  
 Dated as of November 10, 2005 
  
  

  
  
 7 3/8% Senior Notes Due 2013 







 FIRST SUPPLEMENTAL INDENTURE, dated as of November 10, 2005 (the “Supplemental
Indenture”) to the Indenture dated as of September 19, 2005 (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 $350,000,000 aggregate principal amount of the
Company’s 7 3/8% Senior Notes due 2013; 
  
 WHEREAS, the Company desires and has requested the Trustee to join it in the execution and delivery of this Supplemental
Indenture in connection with the issuance by the Issuer of $250,000,000 principal amount of the Company’s Additional Notes; 
  
 WHEREAS, Sections 9.01(a)(7) 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 for certain purposes, including the purposes contemplated hereby, 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: 
  
 In consideration of the premises and the purchase and acceptance of the Additional Notes by the holders thereof, the Company agrees with the Trustee, for
the equal and ratable benefit of the holders of the Notes, that the Base Indenture 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 Supplemental Indenture supplements, and to the extent
inconsistent therewith, replaces the provisions of the Base Indenture, 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. 

 

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 ARTICLE 2 
 ADDITIONAL NOTES 
  
 Section 2.01. Section 2.02 of the Base Indenture is hereby amended to provide for the contemplated issuance of $250,000,000 of Additional
Notes and for future issuances of Additional Notes by adding a new Section 2.02(d) to read as follows: 
  
 (d) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Additional Notes executed by the Company
to the Trustee for authentication. The Trustee will authenticate and deliver: 
  
 (i) Initial Additional Notes for original issue in the aggregate principal amount not to exceed $250,000,000 in the case of the Initial Additional Notes to be delivered on the date of this Supplemental Indenture and
thereafter in such principal amount or amounts as the Company may specify, and 
  
 (ii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Additional Notes, 
  
 (iii) Additional Notes shall be in the Form of Exhibit A to
the Base Indenture with the following changes to reflect the circumstances of their offering and issuance: 
  
 (x) The Issue Date of Additional Notes shall be November 10, 2005 (the “Issue Date”) and interest shall accrue from
September 19, 2005, 
  
 (y) The Registration
Rights Agreement shall be dated the Issue Date, and 
  
 (z) The second paragraph of Section 2 on the reverse side of each Additional Note shall reflect the total amount of Notes and Additional Notes issued and outstanding as of the Issue Date, 
  
 together with such other conforming changes as the Company and the Trustee
deem appropriate, 
  
 after the following conditions have been met: 
  
 (1) Receipt by the Trustee of an Officers’ Certificate specifying

  
 (A) the amount of Notes to be authenticated
and the date on which the Notes are to be authenticated 
  
 (B) whether the Notes are to be Initial Notes or Exchange Notes, 
  
 (C) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and 
  

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 (D) other information the Company may determine to include or the Trustee may reasonably
request, and 
  
 (2) In the case of Exchange Notes, effectiveness
of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes exchanged for Exchange Notes will be cancelled by the Trustee.

  
 For the avoidance of doubt, the term “Notes” means
and includes the Original Notes and Additional Notes. 
  
  
 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 Issuers 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. Simmons


	 	 	 Name: Robert J. Simmons
 Title: Chief Financial
Officer



  
  

			
	THE BANK OF NEW YORK, as Trustee
		
	 By:
	 	 /s/ Stacey B. Poindexter


	 	 	 Name: Stacey B. Poindexter
 Title: Assistant Vice
President



  

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