eTrade 2008 Annual Report Download - page 238

SECTION 9.07—EXERCISE OF DISCRETIONARY AUTHORITY.
The Employer, Plan Administrator, and any other person or entity who has authority with respect to the management,
administration, or investment of the Plan may exercise that authority in its/his full discretion, subject only to the duties imposed under
ERISA. This discretionary authority includes, but is not limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be
binding upon all persons; will be given deference in all courts of law to the greatest extent allowed under law; and will not be
overturned or set aside by any court of law unless found to be arbitrary and capricious or made in bad faith.
SECTION 9.08—TRANSACTION PROCESSING.
Transactions (including, but not limited to, investment directions, trades, loans, and distributions) shall be processed as soon as
administratively practicable after proper directions are received from the Participant or other parties. No guarantee is made by the
Plan, Plan Administrator, Trustee, Insurer, or Employer that such transactions will be processed on a daily or other basis, and no
guarantee is made in any respect regarding the processing time of such transactions.
Notwithstanding any other provision of the Plan, the Employer, the Plan Administrator, or the Trustee reserve the right to not
value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer, the Plan Administrator,
or the Trustee.
Administrative practicality will be determined by legitimate business factors (including, but not limited to, failure of systems or
computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive
values or prices, and correction for errors or omissions or the errors or omissions of any service provider) and in no event will be
deemed to be less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the
applicable Valuation Date for any transaction.
SECTION 9.09—VOTING AND TENDER OF SELF-DIRECTED BROKERAGE ACCOUNTS.
Rights of ownership of securities held in the Self-Directed Brokerage Account, including voting rights, tender rights, and rights
to exercise exchange offers, shall be passed through to the Participant with respect to whom the Self-Directed Brokerage Account was
established. These rights shall be exercised by the Participant through the mechanism (including the course of dealing and practices
and procedures) established by the Trustee under the Trust Agreement for the exercise of such rights and in accordance with the Self-
Directed Brokerage Account documents.
RESTATEMENT DECEMBER 15, 2006 71 ARTICLE IX (5-19047)