EX-4.68




 Exhibit 4.68 

THE CHARLES SCHWAB CORPORATION, as Issuer 

and 
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as Trustee 
  

 
 3.750% Senior
Notes due 2024 
 3.625% Senior Notes due 2025 

3.300% Senior Notes due 2027 

2.750% Senior Notes due 2029 
  

 
 Nineteenth
Supplemental Indenture 
 Dated as of September 24, 2021 

to 
 Senior Indenture
dated as of June 5, 2009 
  











 Table of Contents 

 

							
	 	  	Page	 
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
	 Section 1.01
	  	 Definitions
	  	 	1	 
	 Section 1.02
	  	 Conflicts with Base Indenture
	  	 	4	 
		
	 ARTICLE II FORM OF NOTES
	  	 	4	 
	 Section 2.01
	  	 Form of Notes
	  	 	4	 
		
	 ARTICLE III THE NOTES
	  	 	5	 
	 Section 3.01
	  	 Amount; Series; Terms
	  	 	5	 
	 Section 3.02
	  	 Denominations
	  	 	6	 
	 Section 3.03
	  	 Execution, Authentication, Delivery and Dating
	  	 	7	 
	 Section 3.04
	  	 Additional Notes
	  	 	7	 
		
	 ARTICLE IV OPTIONAL REDEMPTION OF SECURITIES
	  	 	8	 
	 Section 4.01
	  	 Optional Redemption
	  	 	8	 
		
	 ARTICLE V COVENANTS AND REMEDIES
	  	 	11	 
	 Section 5.01
	  	 Limitations on Liens
	  	 	11	 
		
	 ARTICLE VI SUPPLEMENTAL INDENTURES
	  	 	12	 
	 Section 6.01
	  	 Supplemental Indentures with Consent of Holders
	  	 	12	 
		
	 ARTICLE VII MISCELLANEOUS
	  	 	12	 
	 Section 7.01
	  	 Sinking Funds
	  	 	12	 
	 Section 7.02
	  	 Conversion of Notes
	  	 	12	 
	 Section 7.03
	  	 Reports by the Company
	  	 	12	 
	 Section 7.04
	  	 Confirmation of Indenture
	  	 	12	 
	 Section 7.05
	  	 Counterparts
	  	 	12	 
	 Section 7.06
	  	 Governing Law
	  	 	12	 
	 Section 7.07
	  	 Trustee
	  	 	12	 
			
	 Exhibit A
	  	 Form of 2024 Note
	  	 	E-1	 
	 Exhibit B
	  	 Form of 2025 Note
	  	 	E-10	 
	 Exhibit C
	  	 Form of 2027 Note
	  	 	E-19	 
	 Exhibit D
	  	 Form of 2029 Note
	  	 	E-28	 

  

  
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 NINETEENTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2021
(“Supplemental Indenture”), to the Indenture dated as of June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the
“Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among THE CHARLES SCHWAB CORPORATION (the “Company”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Notes: 
 WHEREAS, the Company has duly authorized the execution and delivery of
the Base Indenture to provide for the issuance from time to time of senior debt securities to be issued in one or more series as provided in the Base Indenture; 

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and
delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of four new series of Securities designated as its 3.750% Senior Notes due 2024 (the “2024 Notes”), 3.625% Senior Notes due
2025 (the “2025 Notes”), 3.300% Senior Notes due 2027 (the “2027 Notes”) and its 2.750% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the 2025 Notes and the 2027
Notes, the “Notes”), on the terms set forth herein; 
 WHEREAS, Article IX of the Base Indenture provides that a
supplemental indenture may be entered into by the parties for such purpose provided certain conditions are met; 
 WHEREAS, the conditions
set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been met; and 
 WHEREAS, all things
necessary to make this Supplemental Indenture a valid and legally binding agreement of the parties, in accordance with its terms, and a valid and legally binding amendment of, and supplement to, the Base Indenture with respect to the Notes have been
done; 
 NOW, THEREFORE: 

ARTICLE I 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 Section 1.01    Definitions. Capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them in the Base Indenture. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof. 

  
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 As used herein, the following terms have the specified meanings: 

“2024 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2024 Notes” has the meaning specified in the recitals of this Supplemental Indenture. 

“2024 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2025 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2025 Notes” has the meaning specified in the recitals of this Supplemental Indenture. 

“2025 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2027 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2027 Notes” has the meaning specified in the recitals of this Supplemental Indenture. 

“2027 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2029 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“2029 Notes” has the meaning specified in the recitals of this Supplemental Indenture. 

“2029 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“Additional Notes” has the meaning specified in Section 3.04 of this Supplemental Indenture. 

“Applicable Par Call Date” means with respect to the 2024 Notes, March 2, 2024, and with respect to the 2029 Notes,
July 1, 2029. 
 “Base Indenture” has the meaning specified in the recitals of this Supplemental Indenture. 

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in Los
Angeles, California or New York, New York are authorized or obligated by law or executive order to close. 

  
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 “Company” has the meaning specified in the recitals of this Supplemental
Indenture. 
 “Comparable Treasury Issue” means, (a) with respect solely to the 2024 Notes and 2029 Notes, the United
States Treasury security or securities selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (as measured from the redemption date and assuming, for this purpose,
that the applicable notes matured on the Applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to
the remaining term of such Notes (assuming, for this purpose, that the applicable notes matured on the Applicable Par Call Date) and (b) with respect solely to the 2025 Notes and 2027 Notes, the United States Treasury security or securities
selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes. 
 “Comparable
Treasury Price” means, with respect to any Redemption Date pursuant to Section 4.01 of this Supplemental Indenture, (A) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such Redemption Date. 

“Depositary” means The Depository Trust Company or such other Depositary designated by the Company from time to time. 

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval system or such successor system so designated by the
Commission. 
 “Indenture” has the meaning specified in the recitals of this Supplemental Indenture. 

“Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“ISIN” means International Securities Identifying Number. 

“Notes” has the meaning specified in the recitals of this Supplemental Indenture. 

“Permitted Liens” has the meaning set forth in Section 5.01 of this Supplemental Indenture. 

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States. 

“Quotation Agent” means the Reference Treasury Dealer that is selected by the Company in connection with an optional
redemption pursuant to Article IV hereof to act as Quotation Agent in addition to acting as a Reference Treasury Dealer; provided, however, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer. 

  
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 “Redemption Date,” when used with respect to any Note to be redeemed, means
the date specified for redemption by the Company. 
 “Redemption Price” means, when used with respect to any Note to be
redeemed, the price at which it is to be redeemed pursuant to this Supplemental Indenture. 
 “Reference Treasury
Dealer” means each of (i) Credit Suisse Securities (USA) LLC (or its successor) or any affiliate that is a Primary Treasury Dealer; (ii) Citigroup Global Markets Inc. (or its successor) or any affiliate that is a Primary
Treasury Dealer; and (iii) three other Primary Treasury Dealers selected by the Company; provided, however, that if any of the foregoing or their affiliates cease to be a Primary Treasury Dealer, the Company will substitute therefor another
Primary Treasury Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the arithmetic average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation
Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

“Regular Record Date” means collectively, the 2024 Regular Record Date, 2025 Regular Record Date, the 2027 Regular Record
Date and the 2029 Regular Record Date. 
 “Supplemental Indenture” has the meaning specified in the recitals of this
Supplemental Indenture. 
 “Treasury Rate” means, with respect to any Redemption Date pursuant to Section 4.01 of this
Supplemental Indenture, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
 “Voting Securities” has the
meaning specified in Section 5.01 of this Supplemental Indenture. 
 Section 1.02    Conflicts with Base
Indenture. In the event that any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control. 

ARTICLE II 
 FORM OF NOTES 

Section 2.01    Form of Notes. The Notes shall be substantially in the forms of Exhibit A, Exhibit B, Exhibit
C and Exhibit D for the 2024 Notes, the 2025 Notes, the 2027 Notes and the 2029 Notes, respectively, hereto which are hereby incorporated in and expressly made a part of this Indenture. 

  
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 ARTICLE III 

THE NOTES 

Section 3.01    Amount; Series; Terms. 

(a)    There are hereby created and designated four series of Securities under the Base Indenture: the title of the 2024
Notes shall be “3.750% Senior Notes due 2024”, the title of the 2025 Notes shall be “3.625% Senior Notes Due 2025”, the title of the 2027 Notes shall be “3.300% Senior Notes due 2027” and the title of the 2029 Notes
shall be “2.750% Senior Notes Due 2029”. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the
applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications
and supplements. 
 (b)    The aggregate principal amount of the 2024 Notes that initially may be authenticated and
delivered under this Supplemental Indenture shall be limited to $400,000,000, the aggregate principal amount of 2025 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, the
aggregate principal amount of 2027 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $800,000,000 and the aggregate principal amount of the 2029 Notes that initially may be authenticated
and delivered under this Supplemental Indenture shall be limited to $500,000,000, each subject to increase as set forth in Section 3.04 of this Supplemental Indenture. 

(c)    The Stated Maturity of the 2024 Notes shall be April 1, 2024, the Stated Maturity of the 2025 Notes shall be
April 1, 2025, the Stated Maturity of the 2027 Notes shall be April 1, 2027 and the Stated Maturity of the 2029 Notes shall be October 1, 2029. The Notes shall be payable and may be presented for payment, redemption, registration of
transfer and exchange, without service charge, at the Corporate Trust Office. 
 (d)    The 2024 Notes shall bear
interest at the rate of 3.750% per annum from and including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2024 Notes annexed hereto as
Exhibit A. The 2025 Notes shall bear interest at the rate of 3.625% per annum from and including October 1, 2021,or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of
2025 Notes annexed hereto as Exhibit B. The 2027 Notes shall bear interest at the rate of 3.300% per annum from and including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as
further provided in the form of 2027 Notes annexed hereto as Exhibit C. The 2029 Notes shall bear interest at the rate of 2.750% per annum from and 

  
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including October 1, 2021, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of 2029 Notes annexed hereto as
Exhibit D. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. For the 2024 Notes, the dates on which such interest
shall be payable (each, a “2024 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022, and the “2024 Regular Record Date” for any interest payable on each
such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2025 Notes, the dates on which such interest shall be payable (each, a
“2025 Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date
shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2027 Notes, the dates on which such interest shall be payable (each, a “2027 Interest
Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022, and the “2027 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of
business on the immediately preceding March 15 and September 15, respectively, whether or not a Business Day. For the 2029 Notes, the dates on which such interest shall be payable (each, a “2029 Interest Payment Date” and
together with the 2024 Interest Payment Date, the 2025 Interest Payment Date and the 2027 Interest Payment Date, an “Interest Payment Date”) shall be April 1 and October 1 of each year, commencing on April 1, 2022,
and the “2029 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 15 and September 15, respectively, whether or not a Business
Day. Interest will be payable to the Holder of record on the applicable Regular Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable. 

(e)    If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a
Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or
Stated Maturity and no further interest will accrue as a result of such delay. 
 (f)    Each series of Notes will be
issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and deposited with the Trustee as custodian for
the Depositary or its nominee. 
 (g)    Initially, the Trustee will act as Paying Agent. The Company may change any
Paying Agent without notice to the Holders. 
 Section 3.02    Denominations. The Notes shall be
issuable only in registered form without coupons and only in denominations of $2,000 and any multiple of $1,000 in excess thereof. 

  
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 Section 3.03    Execution, Authentication, Delivery and
Dating. 
 The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief
Financial Officer or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Notes may be manual, facsimile or electronic signature (including any electronic signature covered
by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) and shall not be required to be under the Company’s corporate seal. 

Notes bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. 

Pursuant to a Company Order, the Trustee shall authenticate for original issue Notes in an aggregate principal amount specified in the Company
Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to
be authenticated and the date on which the original issue of Notes is to be authenticated. 
 Each Note shall be dated the date of its
authentication. 
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Note a certificate of authentication substantially in the form provided for in the Base Indenture executed by the Trustee by manual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder. 
 Section 3.04    Additional Notes. The Company
may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or consent of the Holders of the Notes, create and issue pursuant to this Indenture additional Notes of any series
(“Additional Notes”) having terms and conditions set forth in this Supplemental Indenture, identical to the Notes of one of the four series issued on the date hereof, except that Additional Notes may: 

(i)    have a different issue date than other Outstanding Notes of such series; 

(ii)    have a different issue price than other Outstanding Notes of such series; 

(iii)    have a different initial Interest Payment Date than other Outstanding Notes of such series; and


  
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 (iv)    have a different amount of interest that has
accrued prior to the issue date of such Additional Notes than has accrued on other Outstanding Notes of such series; 
 provided, no Additional Notes shall
be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the four series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as
the Notes of one of the four series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. 

The Notes of any series issued on the date hereof and any Additional Notes of the same series shall be treated as a single class for all
purposes under this Indenture, including waivers, amendments and United States federal tax purposes. 
 With respect to any issuance of
Additional Notes, the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial
Officer or the Treasurer of the Company and an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: 

(i)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant
to this Indenture; and 
 (ii)    the issue date, issue price, the first Interest Payment Date, the
amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes. 

ARTICLE IV 
 OPTIONAL REDEMPTION
OF SECURITIES 
 Section 4.01    Optional Redemption. (a) The provisions of Article XI of the Base
Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. 
 (b)    On or
after March 24, 2022 and prior to March 2, 2024, the 2024 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to
each registered Holder of the 2024 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2024 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such 2024 Notes matured on March 2, 2024, discounted to the
Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points, plus, in either case,
accrued and 

  
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unpaid interest to, but not including, the Redemption Date for such 2024 Notes; provided, however, if the Redemption Date is after a 2024 Regular Record Date and on or prior to a corresponding
Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2024 Regular Record Date. 

(c)    On or after March 2, 2024, the 2024 Notes shall be redeemable, as a whole or in part, at the Company’s
option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2024 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal
amount of the 2024 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2024 Notes. 

(d)    On or after March 24, 2022 and prior to January 1, 2025, the 2025 Notes shall be redeemable, as a whole
or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2025 Notes to be redeemed, at a Redemption Price equal to the greater of (i)
100% of the principal amount of the 2025 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and
unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months,
at the Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2025 Notes; provided, however, if the Redemption Date is after a 2025 Regular Record Date and on or
prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2025 Regular Record Date. 

(e)    On or after January 1, 2025, the 2025 Notes shall be redeemable, as a whole or in part, at the Company’s
option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2025 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal
amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2025 Notes. 

(f)    On or after March 24, 2022 and prior to January 1, 2027, the 2027 Notes shall be redeemable, as a whole or in
part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2027 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the 2027 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid
to, but not including, the Redemption Date), assuming that such 2027 Notes matured on January 1, 2027, discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve
30-day months, at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2027 Notes; provided, however, if the Redemption
Date is after a 2027 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2027 Regular Record Date. 

  
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 (g)    On or after January 1, 2027, the 2027 Notes shall be
redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2027 Notes to be redeemed, at a Redemption Price
(calculated by the Company) equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2027 Notes. 

(h)    On or after March 24, 2022 and prior to July 1, 2029, the 2029 Notes shall be redeemable, as a whole or
in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2029 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of the 2029 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and
unpaid to, but not including, the Redemption Date), assuming that such 2029 Notes matured on July 1, 2029, discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2029 Notes; provided, however, if the
Redemption Date is after a 2029 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2029 Regular Record Date. 

(i)    On or after July 1, 2029, the 2029 Notes shall be redeemable, as a whole or in part, at the Company’s
option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the 2029 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal
amount of the 2029 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such 2029 Notes. 

(j)    If the Redemption Date for any series of Notes herein is after a Regular Record Date for such series of Notes and
on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the applicable Regular Record Date. 

(k)    On and after the Redemption Date for the applicable series of Notes to be redeemed, interest will cease to accrue
on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Notes, the Company shall deposit with the Trustee
or a Paying Agent, funds sufficient to pay the Redemption Price of the applicable series of Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the applicable series of Notes are
to be redeemed, such Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. 

  
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 (l)    Notice of any redemption shall be electronically delivered or
mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the applicable series of Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such
request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is
to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause
(b) or (c) in the case of the 2024 Notes, in clause (d) or (e) in the case of the 2025 Notes, in clause (f) or (g) in the case of the 2027 Notes, or in clause (h) or (i) in the case of the 2029 Notes, shall be set forth in an
Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the applicable series of Notes called for
redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

ARTICLE V 
 COVENANTS AND REMEDIES

 Section 5.01    Limitations on Liens. The Company (or any successor corporation) will not, and will not
permit any Subsidiary to, create, assume, incur or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance, except for Permitted Liens (defined below), on the Voting Securities (defined below) of Charles
Schwab & Co., Inc., Charles Schwab Bank, SSB, Charles Schwab Investment Management, Inc., or Schwab Holdings, Inc. unless the Company shall cause the Notes to be secured equally and ratably with (or, at the Company’s option, prior
to) any indebtedness secured thereby. “Permitted Liens” means (i) liens for taxes or assessments or governmental charges or levies (a) that are not then due and delinquent, (b) the validity of which is being contested
in good faith or (c) which are less than $1,000,000 in amount; (ii) liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate proceedings or which involve claims
of less than $1,000,000; (iii) deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and (iv) such other liens as the Board of Directors of the Company determines do not materially detract from or interfere with the present
value or control of the Voting Securities subject thereto or affected thereby. “Voting Securities” means stock of any class or classes having general voting power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the corporation in question, provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such
event shall have happened. 

  
 11 












 ARTICLE VI 

SUPPLEMENTAL INDENTURES 

Section 6.01    Supplemental Indentures with Consent of Holders. The terms of this Supplemental Indenture may
be modified as set forth in Article IX of the Base Indenture. For the avoidance of doubt, no supplemental indenture shall, without the consent of the Holder of each Outstanding Note of a series affected thereby, reduce the Redemption Price of any
Note of the same series. 
 ARTICLE VII 

MISCELLANEOUS 

Section 7.01    Sinking Funds. Article XII of the Base Indenture shall have no application. The Notes shall
not have the benefit of a sinking fund. 
 Section 7.02    Conversion of Notes. Article XIV of the Base
Indenture shall have no application. The Notes shall not be convertible into shares of Common Stock of the Company. 

Section 7.03    Reports by the Company. The Company shall be deemed to have complied with the first sentence
of Section 7.4 of the Base Indenture to the extent that such information, documents and reports are filed with the Commission via EDGAR (or any successor electronic delivery procedure); provided, however, that the Trustee shall have no
obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR system (or its successor). 

Section 7.04    Confirmation of Indenture. The Base Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one
and the same instrument. 
 Section 7.05    Counterparts. The parties hereto may sign one or more copies of
this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 

Section 7.06    Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. 
 Section 7.07    Trustee. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture. The recitals herein are deemed to be those of the Company and not of the Trustee. 

[Remainder of Page Intentionally Left Blank] 

  
 12 












 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first written above. 
  

					
	THE CHARLES SCHWAB CORPORATION, as Issuer
		
	By:	 	 /s/ Peter Crawford

		 	Name:	 	Peter Crawford
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Julie Hoffman-Ramos

		 	Name:	 	Julie Hoffman-Ramos
		 	Title:	 	Vice President



  
 [Signature Page to
Nineteenth Supplemental Indenture] 












 EXHIBIT A 

FORM OF 2024 NOTE 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF. 

  
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 THE CHARLES SCHWAB CORPORATION 

3.750% Senior Notes due 2024 
  

			
	No. [●]	  	 CUSIP No.: 808513 BU8

ISIN No.: US808513BU82


 THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO., or its registered assigns, the principal sum of [        ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on April 1,
2024. 
 Interest Payment Dates: April 1 and October 1 of each year (each, an “Interest Payment Date”),
commencing on April 1, 2022. 
 Interest Record Dates: March 15 and September 15 (each, a “Regular Record
Date”). 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same
effect as if set forth at this place. 
 Dated: September 24, 2021 

  
 E-2 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually, by facsimile or
electronically by its duly authorized officers. 
  

							
	THE CHARLES SCHWAB CORPORATION
			
		 	By:	 	
                     
                                         
                 

		 		 	Name:	 	Peter Crawford
		 		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	Attest:
	
	  
 Name:

	Title:


  
 E-3 












 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

 Dated: September 24, 2021 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	
                     
                                         
               

		 	Authorized Signatory



  
 E-4 












 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

3.750% Senior Notes due 2024 

1.    Interest. 

The Charles Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from and including October 1, 2021. Interest on this Note will be paid to but excluding
the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest
payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2022. If any Interest Payment Date,
Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. 
 The Issuer shall pay interest on overdue principal from time to time on
demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2.    Paying Agent. 

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying
Agent”). The Issuer may change any paying agent without notice to the Holders. 
 3.    Indenture; Defined
Terms. 
 This Note is one of the 3.750% Senior Notes due 2024 (the “Notes”) issued under the Senior Indenture dated as of
June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Nineteenth Supplemental Indenture dated as of
September 24, 2021, the “Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. 

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was
qualified under the TIA. Notwithstanding anything to the contrary herein, the 

  
 E-5 












 
Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are
inconsistent, the terms of the Indenture shall govern. 
 4.    Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

5.    Amendment; Modification; Waiver. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the
Securities of all series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series
at the time Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with
certain exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding
affected thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. 
 6.    Optional Redemption. 

Beginning on or after March 24, 2022, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time
prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). 

If any or all of the Notes are redeemed on or after March 24, 2022 and before March 2, 2024, the Redemption Price will be equal to
the greater of: (i) 100% of the principal 

  
 E-6 












 
amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon
(exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such Notes matured on March 2, 2024, discounted to the Redemption Date, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 15 basis points, plus, in either case, accrued interest thereon
to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to
the holder of record on the Regular Record Date. 
 If any or all of the Notes are redeemed on or after March 2, 2024, the Redemption
Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. 

On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price
of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the
Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. 
 Notice of any
redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be
notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to
which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated
as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the
Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

7.    Defaults and Remedies. 

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the


  
 E-7 












 
affected series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) of and the accrued interest on all the Securities of such affected series shall become immediately due and payable. 
 The Indenture
permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series. 

8.    Authentication. 

This Note shall not be valid until the Trustee manually, electronically or by facsimile signs the certificate of authentication on this Note.

 9.    Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

10.    CUSIP Numbers. 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

11.    Governing Law. 

This Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California. 

  
 E-8 












 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                     as agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  
  

 

  Date:                       
                                      Your
Signature:                                       
      
  
  

  Sign exactly as your name appears on the other side of this Note. 
  

					
		 		 	  

	  Signature Guarantee:	 		 	  Signature
			
	  
	 		 	  

	  Signature must be guaranteed	 		 	  Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
 E-9 












 EXHIBIT B 

FORM OF 2025 NOTE 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF. 

  
 E-10 












 THE CHARLES SCHWAB CORPORATION 

3.625% Senior Notes due 2025 
  

			
	No. [●]	 	 CUSIP No.: 808513 BV6

ISIN No.: US808513BV65


 THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO., or its registered assigns, the principal sum of [        ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on
April 1, 2025. 
 Interest Payment Dates: April 1 and October 1 of each year (each, an “Interest Payment
Date”), commencing on April 1, 2022. 
 Interest Record Dates: March 15 and September 15 (each, a
“Regular Record Date”). 
 Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place. 
 Dated: September 24, 2021 

  
 E-11 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually, by facsimile or
electronically by its duly authorized officers. 
  

							
	THE CHARLES SCHWAB CORPORATION
			
		 	By:	 	  

		 		 	Name:	 	Peter Crawford
		 		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	Attest:
	
	  
 Name:

	Title:


  
 E-12 












 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

 Dated: September 24, 2021 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 E-13 












 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

3.625% Senior Notes due 2025 

1.    Interest. 

The Charles Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from and including October 1, 2021. Interest on this Note will be paid to but excluding
the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest
payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2022. If any Interest Payment Date,
Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. 
 The Issuer shall pay interest on overdue principal from time to time on
demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2.    Paying Agent. 

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying
Agent”). The Issuer may change any paying agent without notice to the Holders. 
 3.    Indenture; Defined
Terms. 
 This Note is one of the 3.625% Senior Notes due 2025 (the “Notes”) issued under the Senior Indenture dated as of
June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Nineteenth Supplemental Indenture dated as of
September 24, 2021, the “Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. 

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was
qualified under the TIA. Notwithstanding anything to the contrary herein, the 

  
 E-14 












 
Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are
inconsistent, the terms of the Indenture shall govern. 
 4.    Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

5.    Amendment; Modification; Waiver. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the
Securities of all series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series
at the time Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with
certain exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding
affected thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. 
 6.    Optional Redemption. 

Beginning on or after March 24, 2022, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time
prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). 

If any or all of the Notes are redeemed on or after March 24, 2022 and before January 1, 2025, the Redemption Price will be equal to
the greater of: (i) 100% of the principal 

  
 E-15 












 
amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon
(exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 25 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption
Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date. 

If any or all of the Notes are redeemed on or after January 1, 2025, the Redemption Price (calculated by the Company) will be equal to
100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. 

On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price
of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the
Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. 
 Notice of any
redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be
notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to
which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated
as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the
Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

7.    Defaults and Remedies. 

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the affected series to be due and
payable immediately, by a notice in writing to the Issuer (and to 

  
 E-16 












 
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) of and the accrued interest on all the Securities of such affected series shall become
immediately due and payable. 
 The Indenture permits, subject to certain limitations therein provided, Holders of not less than a majority
in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the Securities of such series. 

8.    Authentication. 

This Note shall not be valid until the Trustee manually, electronically or by facsimile signs the certificate of authentication on this Note.

 9.    Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

10.    CUSIP Numbers. 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

11.    Governing Law. 

This Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California. 

  
 E-17 












 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 
  

and irrevocably appoint                     as agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  
  

 

  Date:                       
                                      Your
Signature:                                       
      
  
  

  Sign exactly as your name appears on the other side of this Note. 

 

					
		 		 	  

	  Signature Guarantee:	 		 	  Signature
			
	  
	 		 	  

	  Signature must be guaranteed	 		 	  Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
 E-18 












 EXHIBIT C 

FORM OF 2027 NOTE 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF. 

  
 E-19 












 THE CHARLES SCHWAB CORPORATION 

3.300% Senior Notes due 2027 
  

			
	No. [●]	  	 CUSIP No.: 808513 BW4

ISIN No.: US808513BW49


 THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO., or its registered assigns, the principal sum of [        ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on April 1,
2027. 
 Interest Payment Dates: April 1 and October 1 of each year (each, an “Interest Payment Date”),
commencing on April 1, 2022. 
 Interest Record Dates: March 15 and September 15 (each, a “Regular Record
Date”). 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same
effect as if set forth at this place. 
 Dated: September 24, 2021 

  
 E-20 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually, by facsimile or
electronically by its duly authorized officers. 
  

							
	THE CHARLES SCHWAB CORPORATION
			
		 	By:	 	  

		 		 	Name:	 	Peter Crawford
		 		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	Attest:
	
	  

	Name:
	Title:


  
 E-21 












 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

 Dated: September 24, 2021 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 E-22 












 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

3.300% Senior Notes due 2027 

1.    Interest. 

The Charles Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from and including October 1, 2021. Interest on this Note will be paid to but excluding
the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest
payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2022. If any Interest Payment Date,
Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. 
 The Issuer shall pay interest on overdue principal from time to time on
demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2.    Paying Agent. 

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying
Agent”). The Issuer may change any paying agent without notice to the Holders. 
 3.    Indenture; Defined
Terms. 
 This Note is one of the 3.300% Senior Notes due 2027 (the “Notes”) issued under the Senior Indenture dated as of
June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Nineteenth Supplemental Indenture dated as of
September 24, 2021, the “Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. 

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was
qualified under the TIA. Notwithstanding anything to the contrary herein, the 

  
 E-23 












 
Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are
inconsistent, the terms of the Indenture shall govern. 
 4.    Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

5.    Amendment; Modification; Waiver. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the
Securities of all series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series
at the time Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with
certain exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding
affected thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. 
 6.    Optional Redemption. 

Beginning on or after March 24, 2022, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time
prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). 

If any or all of the Notes are redeemed on or after March 24, 2022 and before January 1, 2027, the Redemption Price will be equal to
the greater of: (i) 100% of the principal 

  
 E-24 












 
amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon
(exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such Notes matured on January 1, 2027, discounted to the Redemption Date, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon
to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to
the holder of record on the Regular Record Date. 
 If any or all of the Notes are redeemed on or after January 1, 2027, the Redemption
Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. 

On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price
of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the
Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. 
 Notice of any
redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be
notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to
which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated
as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the
Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

7.    Defaults and Remedies. 

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the


  
 E-25 












 
affected series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) of and the accrued interest on all the Securities of such affected series shall become immediately due and payable. 
 The Indenture
permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series. 

8.    Authentication. 

This Note shall not be valid until the Trustee manually, electronically or by facsimile signs the certificate of authentication on this Note.

 9.    Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

10.    CUSIP Numbers. 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

11.    Governing Law. 

This Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California. 

  
 E-26 












 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                     as agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  
  

 

  Date:                       
                                      Your
Signature:                                       
      
  
  

					
	   Sign exactly as your name appears on the other side of this Note.

 

		 		 	  

	  Signature Guarantee:	 		 	  Signature
			
	  
	 		 	  

	  Signature must be guaranteed	 		 	  Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
 E-27 












 EXHIBIT D 

FORM OF 2029 NOTE 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF. 

  
 E-28 












 THE CHARLES SCHWAB CORPORATION 

2.750% Senior Notes due 2029 
  

			
	No. [●]	  	 CUSIP No.: 808513 BX2

ISIN No.: US808513BX22


 THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO., or its registered assigns, the principal sum of [        ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on
October 1, 2029. 
 Interest Payment Dates: April 1 and October 1 of each year (each, an “Interest Payment
Date”), commencing on April 1, 2022. 
 Interest Record Dates: March 15 and September 15 (each, a “Regular
Record Date”). 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the
same effect as if set forth at this place. 
 Dated: September 24, 2021 

  
 E-29 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually, by facsimile or
electronically by its duly authorized officers. 
  

							
	THE CHARLES SCHWAB CORPORATION
			
		 	By:	 	
                     
                                         
           

		 		 	Name:	 	Peter Crawford
		 		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	Attest:
	
	  
 Name:

	Title:


  
 E-30 












 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

 Dated: September 24, 2021 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	
                     
                                         
               

		 	Authorized Signatory



  
 E-31 












 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

2.750% Senior Notes due 2029 

1.    Interest. 

The Charles Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from and including October 1, 2021. Interest on this Note will be paid to but excluding
the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest
payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2022. If any Interest Payment Date,
Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. 
 The Issuer shall pay interest on overdue principal from time to time on
demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2.    Paying Agent. 

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying
Agent”). The Issuer may change any paying agent without notice to the Holders. 
 3.    Indenture; Defined
Terms. 
 This Note is one of the 2.750% Senior Notes due 2029 (the “Notes”) issued under the Senior Indenture dated as of
June 5, 2009 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Nineteenth Supplemental Indenture dated as of
September 24, 2021, the “Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture. 

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was
qualified under the TIA. Notwithstanding anything to the contrary herein, the 

  
 E-32 












 
Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are
inconsistent, the terms of the Indenture shall govern. 
 4.    Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

5.    Amendment; Modification; Waiver. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the
Securities of all series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series
at the time Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with
certain exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding
affected thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. 
 6.    Optional Redemption. 

Beginning on or after March 24, 2022, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time
prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). 

If any or all of the Notes are redeemed on or after March 24, 2022 and before July 1, 2029, the Redemption Price will be equal
to the greater of: (i) 100% of the principal 

  
 E-33 












 
amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon
(exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such Notes matured on July 1, 2029, discounted to the Redemption Date, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon
to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to
the holder of record on the Regular Record Date. 
 If any or all of the Notes are redeemed on or after July 1, 2029, the Redemption
Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes. 

On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price
of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the
Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. 
 Notice of any
redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be
notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to
which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated
as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the
Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

7.    Defaults and Remedies. 

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the


  
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affected series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) of and the accrued interest on all the Securities of such affected series shall become immediately due and payable. 
 The Indenture
permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series. 

8.    Authentication. 

This Note shall not be valid until the Trustee manually, electronically or by facsimile signs the certificate of authentication on this Note.

 9.    Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

10.    CUSIP Numbers. 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

11.    Governing Law. 

This Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California. 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                      as agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  
  

 

  Date:                       
                                      Your
Signature:                                       
      
  
  

 
   Sign exactly as your name appears on the
other side of this Note. 
  

					
		 		 	  

	  Signature Guarantee:	 		 	  Signature
			
	  
	 		 	  

	  Signature must be guaranteed	 		 	  Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
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