STOCK PURCHASE AGREEMENT By and Between THE CHARLES SCHWAB CORPORATION and BANK OF AMERICA CORPORATIONStock Purchase Agreement • February 26th, 2007 • Schwab Charles Corp • Security brokers, dealers & flotation companies • New York
Stock Purchase Agreement (“Agreement”), dated as of November 19, 2006, by and between The Charles Schwab Corporation, a Delaware corporation (“Seller”) and Bank of America Corporation, a Delaware corporation (“Purchaser”). Certain capitalized terms have the meanings given to such terms in Article I.
Re: Retention AgreementSchwab Charles Corp • February 26th, 2007 • Security brokers, dealers & flotation companies
On behalf of The Charles Schwab Corporation (“Schwab”), I am extending this retention package to you in connection with the proposed sale of U.S. Trust Corporation (“U.S. Trust”), under a Stock Purchase Agreement (the “Purchase Agreement”). Your cooperation and contribution with respect to the proposed sale of U.S. Trust is critical, and this Retention Agreement is intended to reinforce and encourage you in continuing in your present role as Chief Executive Officer of U.S. Trust and exerting maximum efforts for the successful sale of U.S. Trust. In connection with your continued employment and your efforts regarding the proposed sale, we agree with you as follows:
FIRST AMENDMENT TO THE SECURITY PACIFIC NATIONAL BANK TRUST AGREEMENT FOR THE CHARLES SCHWAB PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLANAnd Employee Stock Ownership Plan • February 26th, 2007 • Schwab Charles Corp • Security brokers, dealers & flotation companies
The “Security Pacific National Bank Trust Agreement for the Charles Schwab Profit Sharing and Employee Stock Ownership Plan,” which was amended and restated in its entirety effective November 1, 1990, is hereby further amended, effective January 1, 1992, as follows:
