eTrade 2000 Annual Report Download - page 109

/s/ Thomas A. Bevilacqua
Thomas A. Bevilacqua
Secretary
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
E*TRADE GROUP, INC.
FIRST . The name of the corporation is E*TRADE Group, Inc. (the “Corporation”).
SECOND . The address of its registered office in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.
THIRD . The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH . (a) The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares that the corporation is authorized to issue is SixHundred One Million (601,000,000)
shares. Six Hundred Million (600,000,000) shares shall be Common Stock, $0.01 par value per share. One Million (1,000,000) shares
shall be Preferred Stock, $0.01 par value.
(b) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized, in the
resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, to fix, state and express the
powers, rights, designations, preferences, qualifications, limitations and restrictions thereof, including without limitation: the rate of
dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such
dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the Corporation;
whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of
such series shall be cumulative; the voting rights, if any, to be provided for shares of such series; the rights, if any, which the holders of
shares of such series shall have in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares
for shares of stock of the Corporation, and the terms and conditions, including price and rate of exchange of such conversion or
exchange; and the redemption rights (including sinking fund provisions), if any, for shares of such series; and such other powers,
rights, designations, preferences, qualifications, limitations and restrictions as the Board of Directors may desire to so fix. The Board
of Directors is also expressly authorized to fix the number of shares constituting such series and to increase or decrease the number of
shares of any series subsequent to the issuance of shares of that series, but not to decrease such number below the number of shares of
such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
FIFTH . In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is authorized to make, alter or
repeal any or all of the Bylaws of the Corporation; provided, however, that any Bylaw amendment adopted by the Board of Directors
increasing or reducing the authorized number of Directors shall require the affirmative vote of two-thirds of the total number of
Directors which the Corporation would have if there were no vacancies. In addition, new Bylaws may be adopted or the Bylaws may
be amended or repealed by the affirmative vote of at least 662 / 3 percent of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting together as a single class.
Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least
662 / 3 percent of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article
FIFTH.
2002. EDGAR Online, Inc.