E*TRADE Financial Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Company"), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

1.           That, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation of the Company, as theretofore amended (the "Certificate of Incorporation"), the Board of Directors of the Company (the "Board"), by resolution duly adopted, authorized the issuance of a series of 500,000 shares of Series B Participating Cumulative Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitation