Form of AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 22nd, 2004 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of , among (i) The Charles Schwab Corporation, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) JPMorgan Chase Bank, as property trustee (in each such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee”), (iv) , an individual, , an individual and , an individual, each of whose address is c/o The Charles Schwab Corporation, 120 Kearny Street, San Francisco, California 94108 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.
TRUST AGREEMENTTrust Agreement • April 22nd, 2004 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
This TRUST AGREEMENT, dated as of April 19, 2004 (this “Trust Agreement”), between (i) The Charles Schwab Corporation (the “Sponsor”) and (ii) Chase Manhattan Bank USA, National Association (the “Trustee”). The Sponsor and the Trustee hereby agree as follows:
Form of GUARANTEE AGREEMENT Between THE CHARLES SCHWAB CORPORATION (as Guarantor) and JPMORGAN CHASE BANK (as Guarantee Trustee) dated as ofGuarantee Agreement • April 22nd, 2004 • Schwab Charles Corp • Security brokers, dealers & flotation companies • New York
THIS GUARANTEE AGREEMENT, dated as of (the “Guarantee Agreement”), is executed and delivered by THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 120 Kearny Street, San Francisco, California 94108, and JPMORGAN CHASE BANK, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities and the Common Securities (each as defined herein and, together, the “Securities”) of Schwab Capital Trust , a Delaware statutory trust (the “Issuer”).
