EX-4.2



 Exhibit 4.2 

E*TRADE FINANCIAL CORPORATION 

FIXED-TO-FLOATING RATE
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B 
 (GLOBAL SECURITY) 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 








 [FACE OF SECURITY] 
  

			
	 Certificate Number B-1
	  	 3,000 Shares


  

					
		 	CUSIP NO.	  	269246 BR4
		 	ISIN NO.	  	US269246BR45

 Certificate Evidencing 

Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series B 
 of 

E*TRADE Financial Corporation 

(Liquidation Preference $100,000 per share) 

E*TRADE Financial Corporation, a Delaware corporation (the “Company”), hereby certifies that The Bank of New York Mellon, as
Depositary (the “Holder”) is the registered owner of 3,000 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series B, par value $0.01 per share, liquidation preference $100,000 per share, of the Company (the “Series B Preferred Stock”). Shares of Series B Preferred Stock are transferable on the books and records of the Company,
in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. 
 This
certificate is not valid unless countersigned and registered by The Bank of New York Mellon (or its successors) in its role as Transfer Agent (the “Transfer Agent”) and Registrar (the “Registrar”). 







 IN WITNESS WHEREOF, E*TRADE Financial Corporation has executed this certificate this 6th day of
December, 2017. 
  

									
		 		 	E*TRADE Financial Corporation
				
		 		 	By:	 	  

		 		 		 	Name:	 	Michael A. Pizzi
		 		 		 	Title:	 	EVP & Chief Financial Officer
				
		 		 	By:	 	  

		 		 		 	Name:	 	Lori Sher
		 		 		 	Title:	 	General Counsel and Corporate Secretary
			
		 		 	 Countersigned and Registered
  

The Bank of New York Mellon, as Transfer Agent and Registrar 


				
	Dated: December 6, 2017	 		 	By:	 	  

		 		 		 		 	Authorized Signatory

 [Signature Page to Preferred Stock Certificate] 







 [REVERSE OF SECURITY] 

E*TRADE FINANCIAL CORPORATION 

E*TRADE Financial Corporation (the “Company”) will furnish, without charge to each stockholder who so requests, a copy of the
certificate of designations establishing the powers, preferences and relative, participating, optional or other special rights of each class of stock of the Company or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights applicable to each class of stock of the Company or series thereof. Such information may be obtained by a request in writing to the Secretary of the Company at its principal place of business. 

This certificate and the share or shares represented hereby are issued and shall be held subject to all of the provisions of the
Company’s Amended and Restated Certificate of Incorporation, as amended, and the Certificate of Designations of Preferences and Rights of the Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series B (copies of which are on file with the Transfer Agent), to all of which the holder, by acceptance hereof, assents. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

							
	 TEN COM –
	  	 as tenants in common

	 TEN ENT –
	  	 as tenants by the entireties

	 JT TEN –
	  	 as joint tenants with rights of survivorship and not as tenants in
common

	 UNIF GIFT

MIN ACT –
	  	                            	  	Custodian	  	                            
		  	(Cust)	  		  	(Minor)
		
		  	 under Uniform Gift to Minors Act

 

		  	  

(State)


 Additional abbreviations may also be used though not in the above list. 







 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned assigns and transfers this Series B Preferred Stock Certificate to: 

 
  

(Please Insert Social Security or Other Identifying Number of Assignee) 
  

 
 (Please Print or Typewrite Name and Address, Including
Zip Code, of Assignee) 
  
  

 
  
  

 
 Shares of the Series B Preferred
Stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 

Dated
                                        

  

					
		 	  
 NOTICE:
	  	  
 The Signature to this Assignment
Must Correspond with the Name As Written Upon the Face of the Certificate in Every Particular, Without Alteration or Enlargement or Any Change Whatever.


 SIGNATURE GUARANTEED 
  

 
 (Signature
Must Be Guaranteed by a Member 
 of a Medallion Signature Program) 







 SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY 

This Global Security initially represents 3,000 shares of Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series B of E*TRADE Financial Corporation. The following increases or decreases in this Global Security have been made: 

 

									
	 Date
	  	Amount of 
decrease in 
shares 
of this Global
Security	  	Amount of 
increase in shares

of this Global
Security	  	Number of Shares
of this Global
Security
following such
decrease or increase	  	Signature of
authorized
signatory of
Transfer Agent and
Registrar