EX-4.40


Table of Contents


 Exhibit 4.40 

THE CHARLES SCHWAB CORPORATION, as Issuer 

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

 
 2.650% Senior
Notes due 2023 
 3.200% Senior Notes due 2028 
  

 
 Tenth
Supplemental Indenture 
 Dated as of December 7, 2017 

to 
 Senior Indenture
dated as of June 5, 2009 
  






Table of Contents


 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
	  	 	3	 
		
	 ARTICLE II FORM OF NOTES
	  	 	4	 
	 Section 2.01
	 	 Form of Notes
	  	 	4	 
		
	 ARTICLE III THE NOTES
	  	 	4	 
	 Section 3.01
	 	 Amount; Series; Terms.
	  	 	4	 
	 Section 3.02
	 	 Denominations
	  	 	5	 
	 Section 3.03
	 	 Execution, Authentication, Delivery and Dating
	  	 	5	 
	 Section 3.04
	 	 Additional Notes
	  	 	6	 
		
	 ARTICLE IV OPTIONAL REDEMPTION OF SECURITIES
	  	 	6	 
	 Section 4.01
	 	 Optional Redemption.
	  	 	6	 
		
	 ARTICLE V COVENANTS AND REMEDIES
	  	 	8	 
	 Section 5.01
	 	 Limitations on Liens
	  	 	8	 
		
	 ARTICLE VI SUPPLEMENTAL INDENTURES
	  	 	9	 
	 Section 6.01
	 	 Supplemental Indentures with Consent of Holders
	  	 	9	 
		
	 ARTICLE VII MISCELLANEOUS
	  	 	9	 
	 Section 7.01
	 	 Sinking Funds
	  	 	9	 
	 Section 7.02
	 	 Conversion of Notes
	  	 	9	 
	 Section 7.03
	 	 Reports by the Company
	  	 	9	 
	 Section 7.04
	 	 Confirmation of Indenture
	  	 	9	 
	 Section 7.05
	 	 Counterparts
	  	 	9	 
	 Section 7.06
	 	 Governing Law
	  	 	9	 
	 Section 7.07
	 	 Trustee
	  	 	10	 
			
	 Exhibit A
	 	 Form of 2023 Note
	  	 	A-1	 
	 Exhibit B
	 	 Form of 2028 Note
	  	 	B-1	 

  

  
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 TENTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2017 (“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 two new series of Securities designated as its 2.650% Senior Notes due 2023 (the “2023 Notes”) and its 3.200% Senior Notes
due 2028 (the “2028 Notes” and, together with the 2023 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. 
 As used herein, the following terms have the specified meanings: 

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

  
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 “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. 

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

“Comparable Treasury Issue” means 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) Goldman Sachs & Co. LLC (or its successor) or any affiliate that is a Primary
Treasury Dealer, (iii) Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its successor) or any affiliate that is a Primary Treasury Dealer, (iv) Morgan Stanley & Co. LLC (or its successor) or any affiliate that is a
Primary Treasury Dealer, and (v) one other Primary Treasury Dealer that is 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” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture. 

“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. 

  
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 ARTICLE II 

FORM OF NOTES 
 
Section 2.01 Form of Notes. The Notes shall be substantially in the forms of Exhibit A and Exhibit B for the 2023 Notes and the 2028 Notes, respectively, hereto which are hereby incorporated in and expressly made a part of this
Indenture. 
 ARTICLE III 

THE NOTES 
 
Section 3.01 Amount; Series; Terms. 
 (a) There are hereby created and designated two series of Securities under the Base
Indenture: the title of the 2023 Notes shall be “2.650% Senior Notes Due 2023” and the title of the 2028 Notes shall be “3.200% Senior Notes Due 2028”. 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 2023 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 2028 Notes that initially may be authenticated and
delivered under this Supplemental Indenture shall be limited to $700,000,000, each subject to increase as set forth in Section 3.04 of this Supplemental Indenture. 

(c) The Stated Maturity of the 2023 Notes shall be January 25, 2023 and the Stated Maturity of the 2028 Notes shall be January 25,
2028. 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 2023 Notes shall bear interest at the rate of 2.650% per annum from and including December 7, 2017, or from the most recent date
to which interest has been paid or duly provided for, as further provided in the form of 2023 Notes annexed hereto as Exhibit A. The 2028 Notes shall bear interest at the rate of 3.200% per annum from and including December 7, 2017, or from the
most recent date to which interest has been paid or duly provided for, as further provided in the form of 2028 Notes annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year
composed of twelve 30-day months. The dates on which such interest shall be payable (each, an “Interest Payment Date”) shall be January 25 and July 25 of each year, commencing on
July 25, 2018, and the “Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close of business on the immediately preceding January 10 and July 10, respectively, whether or not
a Business Day. 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. 

  
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 (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. 

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 or facsimile and shall not be required to be under the Company’s corporate seal. 
 Notes bearing the manual or facsimile
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 or facsimile signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder. 

  
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 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 either series (“Additional
Notes”) having terms and conditions set forth in this Supplemental Indenture, identical to the Notes of one of the two 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 

(iv) have a different amount of interest payable on the first Interest Payment Date after issuance than is payable 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 two series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes of one of the two 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 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. 

  
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 (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 July 1, 2018 and prior to December 25, 2022, the 2023 Notes
shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the 2023 Notes to be redeemed, at a Redemption Price equal to
the greater of (i) 100% of the principal amount of the 2023 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 10 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2023 Notes; 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. 

(c) On or after December 25, 2022, the 2023 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least
30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the 2023 Notes to be redeemed, at a Redemption Price equal to 100% of the principal amount of the 2023 Notes to be redeemed plus accrued and unpaid
interest to, but not including, the Redemption Date for such 2023 Notes. 
 (d) On or after July 1, 2018 and prior to October 25,
2027, the 2028 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the 2028 Notes to be redeemed, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the 2028 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 15 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2028 Notes; 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. 

(e) On or after October 25, 2027, the 2028 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30
days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the 2028 Notes to be redeemed, at a Redemption Price equal to 100% of the principal amount of the 2028 Notes to be redeemed plus accrued and unpaid
interest to, but not including, the Redemption Date for such 2028 Notes. 
 (f) 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 

  
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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, 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. 

(g) Notice of any redemption shall be mailed at least 30 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 15 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 2023 Notes, or in clause (d) or (e), in the case of the
2028 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, 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. 

  
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 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. 

  
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 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] 

  
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 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/ Lawrence M. Kusch

		 	Name: Lawrence M. Kusch
		 	Title: Vice President



  
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 EXHIBIT A 

FORM OF 2023 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 

2.650% Senior Notes due 2023 
  

			
	No. [    ]	  	CUSIP No.: 808513 AT2
ISIN No.: US808513AT29

 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 January 25, 2023. 
 Interest Payment Dates: January 25 and
July 25 of each year (each, an “Interest Payment Date”), commencing on July 25, 2018. 
 Interest Record Dates:
January 10 and July 10 (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: December 7, 2017 

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

			
	THE CHARLES SCHWAB CORPORATION
		
	By:	 	  

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


  

	
	Attest:
	
	  

	Name:
	Title:


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

Dated: 
  

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

		 	Authorized Signatory



  
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 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

2.650% Senior Notes due 2023 
  

	 	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
December 7, 2017. 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 July 25, 2018. 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 Issuer may change any paying agent without notice to the Holders. 
  

	 	3.	Indenture; Defined Terms. 

 This Note is one of the 2.650% Senior Notes due 2023 (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 Tenth Supplemental Indenture dated as of December 7, 2017, 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 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. 

  
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	 	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 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 July 1, 2018, 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 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption
Date”). 
 If any or all of the Notes are redeemed on or after July 1, 2018 and before December 25, 2022, the redemption
price will be equal to the greater of: (i) 100% of the principal 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 

  
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(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 10 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 December 25, 2022, the
redemption price 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 mailed at least 30 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 15 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 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. 

  
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 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 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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 EXHIBIT B 

FORM OF 2028 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 

3.200% Senior Notes due 2028 
  

			
	 No. [    ]
	  	CUSIP No.: 808513 AU9
ISIN No.: US808513AU91

 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 January 25, 2028. 
 Interest Payment Dates: January 25 and
July 25 of each year (each, an “Interest Payment Date”), commencing on July 25, 2018. 
 Interest Record Dates:
January 10 and July 10 (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: December 7, 2017 

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

			
	THE CHARLES SCHWAB CORPORATION
		
	By:	 	  

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


  

	
	Attest:
	
	  

	Name:
	Title:


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

Dated: 
  

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

		 	Authorized Signatory



  
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 (REVERSE OF NOTE) 

THE CHARLES SCHWAB CORPORATION 

3.200% Senior Notes due 2028 
  

	 	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
December 7, 2017. 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 July 25, 2018. 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 Issuer may change any paying agent without notice to the Holders. 
  

	 	3.	Indenture; Defined Terms. 

 This Note is one of the 3.200% Senior Notes due 2028 (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 Tenth Supplemental Indenture dated as of December 7, 2017, 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 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. 

  
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	 	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 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 July 1, 2018, 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 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption
Date”). 
 If any or all of the Notes are redeemed on or after July 1, 2018 and before October 25, 2027, the redemption
price will be equal to the greater of: (i) 100% of the principal 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 

  
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(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 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 October 25, 2027, the
redemption price 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 mailed at least 30 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 15 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 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. 

  
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 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 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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