On July 9, 2009, having received the requisite consents through the Exchange Offer and Consent Solicitation launched on June 22, 2009, the Company entered into supplemental indentures to the indentures governing its 8% Senior Notes due 2011 (the "2011 Notes") and 12.5% Springing Lien Notes due 2017 (the "2017 Notes"). The supplemental indentures amend the terms of the 2011 Notes and 2017 Notes to permit the Company to participate in the U.S. Department of Treasury's TARP Capital Purchase Program in the event the Company's application is approved. In addition, the supplemental indenture to the indenture relating to the 2017 Notes also amends the definition of "Change of Control" in the indenture relating to the 2017 Notes to make clause (1) of the definition (concerning the beneficial ownership of the Company's capital stock) consistent with the analogous provision in the indentures relating to the 2011 Notes and the Company's 7.375% Senior Notes due 2013 and 7.875% Senior Notes due 2015.

The above description is not complete and is qualified in its entirety by the supplemental indentures, which are filed as exhibits to this Current Report and incorporated by reference herein.

(d) Exhibits.

Exhibit No.   Description
4.1           Third Supplemental Indenture dated as of July 9, 2009, between E*TRADE
              Financial Corporation and The Bank of New York Mellon, as trustee,
              relating to the 2011 Notes

4.2           Third Supplemental Indenture dated as of July 9, 2009, between E*TRADE
              Financial Corporation and The Bank of New York Mellon, as trustee,
              relating to the 2017 Notes