Exhibit








Exhibit 4.1




THE CHARLES SCHWAB CORPORATION, as Issuer
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
____________________
4.45% Senior Notes due 2020
3.225% Senior Notes due 2022
3.000% Senior Notes due 2025
3.450% Senior Notes due 2026
____________________
Ninth Supplemental Indenture
Dated as of November 30, 2017
to
Senior Indenture dated as of June 5, 2009




    
















Table of Contents




	
		
	 
	Page

	 
	 

	ARTICLE I TERMS AND CONDITIONS OF THE NOTES
	 

	Section 1.01     Form of Notes
	2

	Section 1.02     Optional Redemption
	2

	 
	 

	ARTICLE II MISCELLANEOUS
	 

	Section 2.01     Counterparts
	3

	Section 2.02     Governing Law
	3

	Section 2.03     Trustee
	3

	 
	 

	Schedule 1        List of Supplemental Indentures and Notes
	A-1

	 
	 

	 
	 








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NINTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2017 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”) 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 (as defined below and listed on Schedule 1).


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 and the Trustee have entered into the Second 
Supplemental Indenture dated July 22, 2010 (the “Second Supplemental Indenture”) which 
established and provided for the issuance of the 4.45% Senior Notes due 2020 (the “2020 
Notes”);


WHEREAS, the Company and the Trustee have entered into the Third Supplemental
Indenture dated August 27, 2012 (the “Third Supplemental Indenture”) which established 
and provided for the issuance of the 3.225% Senior Notes due 2022 (the “2022 Notes”);


WHEREAS, the Company and the Trustee have entered into the Sixth Supplemental
Indenture dated March 10, 2015 (the “Sixth Supplemental Indenture”) which established 
and provided for the issuance of the 3.000% Senior Notes due 2025 (the “2025 Notes”); 


WHEREAS, the Company and the Trustee have entered into the Seventh 
Supplemental Indenture dated November 13, 2015 (the “Seventh Supplemental Indenture” 
and, collectively with the Second Supplemental Indenture, the Third Supplemental Indenture 
and the Sixth Supplemental Indenture, the “Supplemental Indentures”) which established 
and provided for the issuance of the 3.450% Senior Notes due 2026 (the “2026 Notes” and,
collectively with the 2020 Notes, the 2022 Notes and the 2025 Notes, the “Notes”); 


WHEREAS, the Company wishes to amend Section 4.01 of the Supplemental 
Indentures with respect to the Notes to surrender the Company’s right that would otherwise 
apply under such section to redeem the Notes before June 1, 2018;


WHEREAS, Article IX of the Base Indenture provides that a supplemental indenture 
may be entered into by the parties without the consent of any holders of the Notes to 
surrender any right or power therein conferred upon the Company provided certain conditions 
are met;


WHEREAS, the conditions set forth in the Base Indenture for the execution and 
delivery of this Ninth Supplemental Indenture have been met; and 


WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid 
and legally binding agreement of the parties, in accordance with its terms, and a valid and 


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legally binding amendment of, and supplement to, the Base Indenture with respect to the
Notes have been done;


NOW, THEREFORE:

ARTICLE I


TERMS AND CONDITIONS OF THE NOTES


The terms and conditions of the Notes are hereby amended as follows:



Section 1.01 Form of Notes.  (a) The Forms of Notes, for the 2020 Notes, the 2022
Notes and 2026 Notes, attached as Exhibit A to the applicable Supplemental Indenture, and, 
for the 2025 Notes, attached as Exhibit B to the applicable Supplemental Indenture, shall 
hereby be amended by deleting and replacing the first sentence of the first paragraph of 
Section 6 (titled Optional Redemption) on the Reverse of the Notes, such that as so amended, 
will read as follows: 


“The Issuer may redeem the Notes in whole or in part, at its option, at any
 time or from time to time, on or after June 1, 2018, 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”).”


(b) The Form of Notes for the 2026 Notes, attached as Exhibit A to the applicable 
Supplemental Indenture, and, for the 2025 Notes, attached as Exhibit B to the applicable 
Supplemental Indenture, shall hereby be amended by inserting “on or after June 1, 2018 and”
into the first sentence of the second paragraph of Section 6 (titled Optional Redemption), such 
that as so amended, the beginning of the paragraph will read as follows:


“If any or all of Notes are redeemed on or after June 1, 2018 and
 before....”



Section 1.02 Optional Redemption.   
		
	(a)
	  Subparagraph (b) in Section 4.01 of the Second Supplemental Indenture with regard 


to the 2020 Notes is hereby amended by inserting “on or after June 1, 2018” so that the 
beginning of the subparagraph reads “At any time and from time to time, on or after June 1,
2018,...”.  


(b) Subparagraph (b) in Section 4.01 of the Third Supplemental Indenture with regard to
the 2022 Notes is hereby amended by inserting “on or after June 1, 2018” so that the 
beginning of the subparagraph reads “At any time and from time to time, on or after June 1,
2018,...”.  


(c) Subparagraph (d) in Section 4.01 of the Sixth Supplemental Indenture with regard to
the 2025 Notes is hereby amended by deleting and replacing “Prior” with “On or after June 1,
2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018 
and prior to December 10, 2024,...”.  


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(d) Subparagraph (b) in Section 4.01 of the Seventh Supplemental Indenture with regard
 to the 2026 Notes is hereby amended by deleting and replacing “Prior” with “On or after June 
1, 2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018 
and prior to November 13, 2025,...”.  



ARTICLE II


MISCELLANEOUS



Section 2.01    Counterparts.  The parties hereto may sign one or more copies of this 
Ninth Supplemental Indenture in counterparts, all of which together shall constitute one and 
the same agreement.



Section 2.02    Governing Law.  THIS NINTH SUPPLEMENTAL INDENTURE 
AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE LAWS OF THE STATE OF CALIFORNIA.



Section 2.03    Trustee.  The Trustee makes no representations as to the validity or 
sufficiency of this Ninth 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 Ninth 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/ R. Tarnas

	 
	Name:  R. TARNAS

	 
	Title:  VICE PRESIDENT












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SCHEDULE I


LIST OF SUPPLEMENTAL INDENTURES AND NOTES






                    
	
		
	SUPPLEMENTAL INDENTURE
	NOTES

	 
	 

	Second Supplemental Indenture dated July 22, 2010
	4.45% Senior Notes due 2020

	Third Supplemental Indenture dated August 27, 2012
	3.225% Senior Notes due 2022

	Sixth Supplemental Indenture dated March 10, 2015
	3.000% Senior Notes due 2025  

	Seventh Supplemental Indenture dated November 13, 2015
	3.450% Senior Notes due 2026














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