Powering Over 22% of the S&P 500 ¹ An Industry Leader in Equity Compensation Solutions

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1 Powering Over 22% of the S&P 500 ¹ An Industry Leader in Equity Compensation Solutions

2 See why leading public & private companies choose E*TRADE. 25+ Years of Industry Leadership...01 Focus on Risk Management...03 Comprehensive, End-to-End Support...05 Technology to Ease the Burden...07 Equity Edge Online TM...08 Information & Networking...09 #1 Rated Participant Services...11 Harness the Knowledge of a Leader...13

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4 A recognized leader for easy & efficient plan management. When it comes to equity compensation, experience matters. For over 25 years, E*TRADE Corporate Services has helped many of the world s most successful companies attract and retain top talent. With over 1,400 clients including 22% of the S&P 500¹ and one million plan participants, we have the specialized knowledge and resources to help your company succeed. 1

5 E*TRADE Corporate Services has been rated #1 in loyalty among stock plan administrators for three years running by Group Five, Inc. 2 Here are some reasons why: Outstanding Support Including an experienced, dedicated Relationship Manager and Service Manager who coordinate all plan activity and help you manage your plan. Participant & Executive Services Designed to help your employees optimize their benefits and manage their finances with special support for Section 16 officers and insiders. Leading-Edge Technology Featuring the proprietary, easy-to-use Equity Edge Online platform complete with fully automated administration, tracking, and reporting. Global Solutions Benefit from a suite of seamlessly integrated global solutions to meet the needs of a mobile, multinational workforce with ease. Flexible Service Models We collaborate with you to run your plans the way you need, while providing the flexibility to change as your company changes. To find out how E*TRADE Corporate Services can support your business, please contact us at or visit etrade.com/corporateservices. 2

6 Rely on E*TRADE to help you minimize risk and protect your interests. A reporting or accounting error related to your equity compensation plan can be costly. We help both public and privately held companies feel more in control of risk with powerful, easy-to-use tools and reporting technology. 25+ Years of Global Strength & Experience With E*TRADE Corporate Services, you ll benefit from an approach to recordkeeping, support, and service built on a foundation of nearly three decades as a leader in equity compensation plan administration. Risk-Free Sandbox Environment Only Equity Edge Online allows you to instantly replicate your production database in a segregated test environment to project the impact of proposed changes on your reporting and expensing without altering production data. Stay Up to Speed on Regulatory Changes You can rely on us for the knowledge and experience you need to keep up with the latest changes and interpretations of industry rules and regulations. We continually update and enhance our products and services to provide our clients with the most accurate, up-to-date plan administration and reporting tools, including country-specific updates. Specialized Support for Company Executives Our dedicated Executive Services Team works one-on-one with your managers and executives to navigate the many regulatory complexities associated with restricted and control stock. We also provide expedited support for trades, transfers, and block orders, including transactions governed by Section 16 and Rule Integrated Reporting for Maximum Control Industry-leading Equity Edge Online provides over 200 standard reports that are accurate, customizable, and can be scheduled in advance. Built-in auditing ensures data accuracy and support for summary filings. It also offers integrated FASB reporting and full valuation services, as well as expense and tax reporting capabilities, including international withholdings. SSAE16 Certified Platform Equity Edge Online is a proprietary, SSAE16 (SAS 70) certified platform that allows you to confidently control every aspect of your equity compensation programs. Equity Edge Online provides tools and reporting capabilities to meet the needs of stakeholders across your organization, including legal, compliance, finance, accounting, human resources, and treasury.

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8 Comprehensive, end-to-end support to help you achieve your goals. At E*TRADE Corporate Services, we know that one size doesn t fit all. Our equity compensation solutions are scalable and tailored to meet your company s exact needs in today s rapidly changing regulatory environment. Whether you re a privately managed partnership or multi-national public corporation, we ll work to create a solution that s right for you. Choose from 3 Flexible Service Models FULLY OUTSOURCED Let E*TRADE administer your plans The equity professionals at E*TRADE will handle the administrative functions of your plan, including plan recordkeeping, transaction settlement, and participant mailings. PARTIALLY OUTSOURCED You manage and we support Using the Equity Edge Online platform, your in-house team handles the daily administration of your plan backed by one-to-one support from E*TRADE s equity compensation professionals. CUSTOM HYBRID Create a customized solution Benefit from both control and automation by outsourcing the aspects of plan administration that are most cumbersome for your company, while managing other tasks in house. 5

9 One-to-One Client Service A designated Relationship Manager who knows your company and understands the intricacies of your stock plan will serve as the single point of contact for all your needs. Together with a dedicated Service Manager, he or she will support you on administrative tasks, plan events, and more. Peer Networking Opportunities The E*TRADE Directions conference and other locally based forums provide unparalleled opportunities to network and meet with industry experts. We also give clients access to the Client Resource Center Online Community, where you can trade ideas and get insights from your peers. Professional Training & Education E*TRADE empowers plan administrators, executives, and employees with an array of educational and training resources delivered online and in person. Your equity team can customize their learning by role type, experience, and preferred learning format. Professional Services for Complex Issues Our highly experienced professional services group is available to help you drive efficiencies and optimize virtually every aspect of your equity compensation plan. Clients rely on us for critical assistance with complex reporting functions, stock splits, mergers & acquisitions, data integrity, and more. Exclusive Conferences & Forums E*TRADE Directions, our annual equity compensation industry conference is the premier industry event, featuring over 50 expert-led sessions on plan accounting, taxation, compliance, and best practices. We also sponsor Directions Regional Forums throughout the year, along with a special Private Company Forum. To find out how E*TRADE Corporate Services can support your business, please contact us at or visit etrade.com/corporateservices. 6

10 Technology to help ease the burden & control risk across your entire organization. Easy to implement and simple to use, Equity Edge Online TM is engineered to meet the specialized needs of your company s various stakeholders and departments. For Stock Plan Administrators Equity Edge Online provides powerful, end-to-end automation of the entire administration process and unparalleled reporting flexibility, giving you more time to focus on strategic objectives and other responsibilities. For the Finance & Accounting Department With over 200 standard report views and robust ad-hoc reporting capabilities, Equity Edge Online lets you run real-time reports within minutes of period close, helping you meet even the most stringent regulatory requirements. For the Legal & Compliance Teams³ Auditors may ask you to demonstrate support for summary filings. Equity Edge Online helps you manage risk with Section 16 reports, along with real-time access to review all plan data, look up account balances, support form filing requirements, and run backup reports. For the Human Resources & Payroll Departments Equity Edge Online eases your burden by providing built-in reports and expanded support for all payroll and HRIS formats even if your company uses several different payroll providers across multiple locations. 7

11 Equity Edge Online is an equity compensation platform so advanced, it s simple. Equity Edge Online is one of the most advanced equity compensation platforms in the industry today. Accessible online and through mobile devices, it s also one of the easiest to use offering fully automated support for the administration, tracking, and reporting of all equity vehicles for both private and public companies. Powerful Tools for Efficient Plan Administration Accurate, Integrated Real-Time Reporting 200 customizable reports, including assistance with ASC 718 and IFRS 2 responsibilities. Full Period-Close Data Lockdown Generate accurate closing reports and reconcile out-of-period transactions with ease. What If Sandbox Environment Evaluate the impact of proposed changes in a test environment without affecting production data. State-of-the-Art Technology that Adapts to You Painless, Automatic Upgrades Easily keep pace with evolving regulatory changes and reporting requirements as they occur. Secure, Encrypted Data Transfers Critical data about your employees and their transactions is always private, synchronized, and up-to-date. Permission-Based, Role-Level Access Reduce errors and increase data integrity with full system access control. Borderless Support for Global Stock Plans Global Mobility Tracking Simplify grant tracking as participants move from state-to-state or country-to-country. Breaking News & Information Stay informed with realtime global news in the Client Resource Center, powered by Global Shares. 4 Built-in Global Tax Tools Eliminate the need to re-enter tax data with streamlined tax calculations and country code compatibility. Translated Stock Plan Websites The stock plan section of etrade.com and all key transactional pages, including activation and W-8BEN certification, are available in 11 languages, from E*TRADE Securities. Multi-Currency Settlement & Delivery, from E*TRADE Securities Featuring full automation of the entire process, from currency selection to online wire or mailing instructions. Equity Edge Online TM Supports All Equity Vehicles Incentive Stock Options (ISOs) Non-Qualified Stock Options (NQOs) Restricted Stock (RSAs & RSUs) Performance Shares (PSAs & PSUs) Stock Appreciation Rights (SARs) Employee Stock Purchase Plans (ESPPs) 8

12 Your one-stop resource for industry news, information & networking. Save time and money with the Client Resource Center. Available 24/7 online and through mobile devices, it provides access to streamlined plan management, peer networking, industry news, and on-demand education with a single secure log on. Get breaking industry news & product updates Receive product updates, industry news, and information on a wide range of topics, including executive compensation and international tax policy. Access over 85 interactive training courses Enroll in courses across the full spectrum of equity compensation topics, and personalize your learning by experience, role type, and delivery channel. 9

13 Network with your peers & industry professionals Tap into the collective knowledge of your peers and start or participate in online discussions with industry professionals. View international regulations & tax practices 4 Powered by GlobalSharePlans Get the latest information on regulatory requirements, securities & labor laws, exchange controls, and tax policies for over 30 countries. Track emerging trends in executive compensation 4 Powered by Equilar Keep up with news, trends, and initiatives in executive compensation, including complimentary access to Equilar s premier C-Suite Insight magazine. 10

14 #1 rated participant services for maximum loyalty and performance. 2 Equity awards can make or break your ability to attract, retain, and motivate top talent. E*TRADE Securities provides your employees and executives access to the tools and support they need to realize the full value of their equity awards - creating a more loyal and committed workforce. 11

15 Easy, Online Stock Plan Management through etrade.com The Employee Stock Plan tab gives participants 24/7 access to powerful tools to manage their equity awards and integrate them into their overall financial picture. 7 Accept grants, exercise options, sell shares, and view balances Use modeling calculators and evaluate various tax scenarios Available in eleven languages online and through mobile devices Premium Services to Reward & Support Senior Executives We provide an array of premium, personalized services to help senior executives understand and maximize the value of their complex benefits. Dedicated support from licensed senior stock plan professionals Risk management and monetization strategies Unbiased investing and asset allocation recommendations 5 State-of-the-Art Tools & Education for More Confident Decisions Participants can maximize the value of their plan proceeds with integrated access to a full range of investment choices, investing tools, and educational resources Create a financial plan, allocate assets, and manage risk Access comprehensive stock plan and investing education Get personalized guidance from licensed professionals Full wealth management services 8 Specialized Trading Support Institutional block trading assistance 6 Structured 10b5-1 plan development and administration Restricted stock sales under SEC Rules 144 and 701 Assistance with Section 16 and other regulatory filings Dedicated Participant Support Worldwide Experienced customer service teams respond to employee questions and requests 24 hours a day, 5 days a week in English, Cantonese, Mandarin, and Spanish Secure, anytime access through etrade.com, mobile devices, and IVR Get assistance in more than 170 languages through E*TRADE Securities Receive disbursements in any of 46 different currencies 12

16 Harness the knowledge and experience of E*TRADE Corporate Services. For over 25 years, E*TRADE Corporate Services has set the standard for the ever-changing equity compensation industry. Find out what we can do for you. Choice of Flexible Service Models We will collaborate with you to design a service model that works for you. End-to-End Support for All Equity Vehicles Including stock options, SARs, performance shares, restricted stock, and stock purchase plans. Industry-Leading Equity Edge Online Platform Best-in-class, end-to-end control over your plans with one of today s easiest, most advanced platforms. Professional Consulting Services Experienced consultants are available to help you with specialized or complex issues. Superior, One-to-One Client Service You ll have a designated Relationship Manager who knows your company and your plan. #1 Ranked Participant Services from E*TRADE Securities 2 Employees can view and manage their stock plans anytime through award-winning etrade.com. Robust, Integrated Reporting Real-time reporting with more than 200 customizable views and what if modeling to assess the impact of proposed changes. Seamless Global Employee Support Get assistance in more than 160 countries and 170 languages through E*TRADE Securities. 13 To find out how E*TRADE Corporate Services can support your business, please contact us at or visit etrade.com/corporateservices.

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18 Learn more about how E*TRADE Corporate Services can help your company succeed. To find out how E*TRADE Corporate Services can support your business, please contact us at PLEASE READ THE IMPORTANT DISCLOSURES BELOW. 1 Data as of 3/31/12, compiled by E*TRADE Financial Corporate Services, Inc. Securities products and services offered by E*TRADE Securities LLC. Member FINRA/SIPC. E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC are separate but affiliated companies. 2 Among Fully and Partially Outsourced Plans based on the 2009, 2010, and 2011 Group 5 Stock Plan Administration Study Industry Report. 3 E*TRADE Financial Corporate Services, Inc. and its affiliates do not provide legal, accounting, or tax advice. Please consult your own legal, accounting, and tax advisers. 4 This content is provided by a third party, which is solely responsible for its content and accuracy. No information contained therein has been endorsed or approved by E*TRADE Financial Corporate Services, Inc. or its affiliates, and E*TRADE Financial Corporate Services, Inc. and its affiliates are not responsible for the content. 5 Diversification and asset allocation do not ensure a profit and cannot protect against losses in a declining market. 6 Institutional block trading is provided by E*TRADE Capital Markets LLC. 7 Brokerage services may not be available to non-us based stock plan participants 8 Full portfolio management and advisory services are offered through E*TRADE Capital Management LLC, an investment adviser registered with the Securities and Exchange Commission. Upon request, we will send you a free copy of E*TRADE Capital Management s Form ADV Part 2A, which describes, among other things, affiliations, services offered and fees charged. E*TRADE Securities ratings for Online Broker by SmartMoney Magazine, May 2012 Broker Survey, based on the following categories: Trading Tools (5 stars), Customer Service (4 stars), Banking Services (4 stars), Mutual Funds & Investment Products (4 stars), Research (5 stars), and Commissions and Fees (2 stars). SmartMoney is a registered trademark, a joint publishing venture between Dow Jones & Company, Inc. and HearstSM Partnership. E*TRADE Securities ratings for Barron s annual ranking of the Best Online Brokers (March 12, 2012), based on Trade Experience and Technology, Usability, Mobile, Range of Offerings, Research Amenities, Portfolio Analysis & Reports, Customer Service & Education and Costs. E*TRADE overall ranked #10. The E*TRADE Financial family of companies provides financial services that include trading, investing, banking and managing employee stock plans. Employee stock plan solutions are offered by E*TRADE Financial Corporate Services, Inc. Securities products and services are offered by E*TRADE Securities LLC, Member FINRA/SIPC. E*TRADE Financial Corporate Services, Inc., E*TRADE Securities LLC, E*TRADE Capital Management LLC, and E*TRADE Capital Markets are separate but affiliated companies. The laws, regulations and rulings addressed by the products, services and publications offered by E*TRADE Financial Corporate Services, Inc. are subject to various interpretations and frequent change. E*TRADE Financial Corporate Services, Inc. does not warrant these products, services and publications against different interpretations or subsequent changes of laws, regulations and rulings. E*TRADE Financial Corporate Services, Inc. and its affiliates do not provide legal, accounting or tax advice. Always consult your own legal, accounting and tax advisers E*TRADE Financial Corporation. All rights reserved BROWOBC-P61980

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