Exhibit
      4.3

     

    FIRST
      AMENDMENT TO RIGHTS AGREEMENT

    


     

    This
      Amendment dated as of November 29, 2007 (this “Amendment”) to
      the Rights Agreement, dated as of July 9, 2001 (the “Rights
      Agreement”), between E*TRADE Financial Corporation (formerly known as
      E*TRADE Group, Inc.), a Delaware corporation (the “Company”),
      and American Stock Transfer and Trust Company, as Rights Agent (the
“Rights Agent”).  Capitalized terms used herein and
      not defined shall have the meanings specified in the Rights
      Agreement.

     

    WHEREAS,
      the Company and the Rights Agent are parties to the Rights
      Agreement;

     

    WHEREAS,
      the Company proposes to enter into a Master Investment and Securities Purchase
      Agreement, dated as of November 29, 2007 (as amended, supplemented, modified
      or
      replaced from time to time, the “Master Investment and Securities
      Purchase Agreement”), by and between the Company and Wingate Capital
      Ltd. (“Investor”), a Cayman Islands
      company, as well as the
      Ancillary
      Documents (as such term is defined in the Master Investment and Securities
      Purchase Agreement, the “Ancillary Documents”), providing for,
      among other transactions, the purchase by Investor of 12.5% Springing Lien
      Notes
      of the Company and shares of the Company’s Common Stock and (the
“Securities”) (collectively, the
“Transactions”);

     

    WHEREAS,
      Section 27 of the Rights Agreement permits the Company to amend the Rights
      Agreement on the terms set forth in this Amendment;

     

    WHEREAS,
      the Board of Directors of the Company has determined that the Master Investment
      and Securities Purchase Agreement, the Ancillary Documents and the terms and
      conditions set forth therein and the transactions contemplated thereby,
      including, without limitation, the Transactions, are in the best interests
      of
      the Company and its shareholders;

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is in the best
      interests of the Company and its shareholders to modify the terms of the Rights
      Agreement to exempt the Master Investment and Securities Purchase Agreement,
      the
      Ancillary Documents and all of the transactions contemplated thereby including,
      without limitation, the Transactions, from the application of the Rights
      Agreement, and in connection therewith the Company is entering into this
      Amendment and directing the Rights Agent to enter into this Amendment;
      and

     

    WHEREAS,
      all acts and things necessary to make this Amendment a valid agreement,
      enforceable according to its terms have been done and performed, and the
      execution and delivery of this Amendment by the Company and the Rights Agent
      have been in all respects duly authorized by the Company and the Rights
      Agent.

     

    NOW,
      THEREFORE, in consideration of the promises and mutual agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, and intending to be legally bound,
      the Company and the Rights Agent hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A.           Amendment
      of Certain Definitions.

     

    Section
      1
      of the Rights Agreement is supplemented to add the following definitions in
      the
      appropriate alphabetical locations:

     

    “Investor”
      shall mean Wingate Capital Ltd., a Cayman Islands company.

     

    “Transactions”
      shall have the meaning ascribed to such term in the Master Investment and
      Securities Purchase Agreement.

     

    “Master
      Investment and Securities Purchase Agreement” shall mean the Master Investment
      and Securities Purchase Agreement, dated as of November 29, 2007, by and between
      the Company and Investor, as it may be amended, supplemented, modified or
      replaced from time to time.

     

    “Securities”
      shall have the meaning ascribed to such term in the Master Investment and
      Securities Purchase Agreement.

     

    The
      definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby
      amended by adding the following sentence at the end thereof as paragraph
      (d):

     

    “(d)
      notwithstanding anything in this Agreement to the contrary, Investor or any
      of
      its Affiliates or Associates shall not be deemed to be an Acquiring Person
      solely by virtue of (i) the approval, execution and delivery of the Master
      Investment and Securities Purchase Agreement and the Ancillary Documents, (ii)
      the consummation of the Transactions or (iii) the purchase of any Securities
      contemplated in the Master Investment and Securities Purchase Agreement or
      the
      Ancillary Documents, or the purchase by Investor or any of its Affiliates or
      Associates of up to an additional 8,474,989 shares of Common Stock (as adjusted
      for any stock splits, combinations and the like).”

     

    The
      definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is
      hereby amended by adding the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a Stock Acquisition Date shall
      not
      be deemed to have occurred solely as the result of (i) the approval, execution,
      delivery or public announcement of the Master Investment and Securities Purchase
      Agreement or the Ancillary Documents, (ii) the consummation of the Transactions,
      or (iii) the purchase of any Securities contemplated in the Master Investment
      and Securities Purchase Agreement or the Ancillary Documents, or the purchase
      by
      Investor or any of its Affiliates or Associates of up to an
      additional

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8,474,989
      shares of Common Stock (as adjusted for any stock splits, combinations and
      the
      like).”

     

    B.           Amendment
      of Section 3.  Section 3(b) of the Rights Agreement is hereby
      amended and supplemented by adding the following sentence at the end
      thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a Distribution Date shall not be
      deemed to have occurred solely as the result of (i) the approval, execution
      and
      delivery of the Master Investment and Securities Purchase Agreement and the
      Ancillary Documents, (ii) the consummation of the Transactions, or (iii) the
      purchase of any Securities contemplated in the Master Investment and Securities
      Purchase Agreement or the Ancillary Documents, or the purchase by Investor
      or
      any of its Affiliates or Associates of up to an additional 8,474,989 shares
      of
      Common Stock (as adjusted for any stock splits, combinations and the
      like).”

     

    Furthermore,
      Section 3 of the Rights Agreement is amended to add the following sentence
      at
      the end thereof as Section 3(e):

     

    “(e)
      Nothing in this Agreement shall be construed to give any holder of Rights or
      any
      other Person any legal or equitable rights, remedies or claims under this
      Agreement by virtue of the execution and delivery of the Master Investment
      and
      Securities Purchase Agreement and the Ancillary Documents or by virtue of any
      of
      the Transactions or the purchase of any Securities contemplated in the Master
      Investment and Securities Purchase Agreement or the Ancillary Documents, or
      the
      purchase by Investor or any of its Affiliates or Associates of up to an
      additional 8,474,989 shares of Common Stock (as adjusted for any stock splits,
      combinations and the like).

     

    C.           New
      Section 35:  Section 35 is hereby added to the Rights Agreement to
      read in its entirety as follows:

     

    “Section
      35. The Master Investment and Securities Purchase Agreement; The Ancillary
      Documents.  Notwithstanding anything contained in this Agreement to
      the contrary, neither the approval, execution, delivery or public announcement
      of the Master Investment and Securities Purchase Agreement and the Ancillary
      Documents nor the consummation of the Transactions or the purchase of any
      Securities contemplated in the Master Investment and Securities Purchase
      Agreement or the Ancillary Documents, or the purchase by Investor or any of
      its
      Affiliates or Associates of up to an additional 8,474,989 shares of Common
      Stock
      (as adjusted for any stock splits, combinations and the like), or the
      performance by the Company of its obligations thereunder shall cause (a) the
      Rights to become exercisable, (b) Investor or any of its Affiliates or
      Associates to be an Acquiring Person, (c) a Stock Acquisition Date to occur
      or
      (d) a Distribution Date to occur.”

     

    D.           Effect
      of Amendment.  Except as expressly set forth herein, the Rights
      Agreement shall not by implication or otherwise be supplemented or amended
      by
      virtue of this

     

    
      
        
        

      

      
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    Amendment,
      but shall remain in full force and effect, as amended hereby.  This
      Amendment shall be construed in accordance with and as a part of the Rights
      Agreement, and all terms, conditions, representations, warranties, covenants
      and
      agreements set forth in the Rights Agreement and each other instrument or
      agreement referred to therein, except as herein amended, are hereby ratified
      and
      confirmed.  To the extent that there is a conflict between the terms
      and provisions of the Rights Agreement and this Amendment, the terms and
      provisions of this Amendment shall govern for purposes of the subject matter
      of
      this Amendment only.

     

    E.           Waiver
      of Notice.  The Rights Agent and the Company hereby waive any
      notice requirement with respect to each other under the Rights Agreement, if
      any, pertaining to the matters covered by this Amendment.

     

    F.           Severability.  If
      any provision, covenant or restriction of this Amendment is held by a court
      of
      competent jurisdiction or other authority to be invalid, illegal or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Amendment shall remain in full force and effect and shall
      in no way be effected, impaired or invalidated.

     

    G.           Governing
      Law.  This Amendment shall be deemed to be a contract made under
      the laws of the State of Delaware and for all purposes shall be governed by
      and
      construed in accordance with the laws of such state applicable to contracts
      to
      be made and performed entirely within such state, except that the rights and
      obligations of the Rights Agent shall be governed by the law of the State of
      New
      York.

     

    H.           Counterparts.  This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    I.           Effective
      Date of Amendment.  This Amendment shall be deemed effective as of
      the date first written above, as if executed on such date.

     

    J.           Descriptive
      Headings.  Descriptive headings appear herein for convenience only
      and shall not control or affect the meaning or construction of any of the
      provisions hereof.

     

    
      
        
        

      

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

     

    


    
      	 	E*TRADE
              FINANCIAL CORPORATION
	 	 	 
	 	 	
              By: 
                

            	 /s/
              Robert Jarrett Lilien
	 	 	 	
              Name:
                Robert Jarrett Lilien

            
	 	 	 	
              Title:
                President

            


    

    


    


    
      	 	AMERICAN
              STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	 	
              By: 
                

            	 /s/
              Herbert J. Lemmer
	 	 	 	
              Name: Herbert
                J. Lemmer

            
	 	 	 	
              Title:
                Vice President

            


    

    


    
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