FORM OF SECOND AMENDED AND RESTATED TRUST AGREEMENT among THE CHARLES SCHWAB CORPORATION, as Sponsor, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Property Trustee, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee, and THE ADMINISTRATIVE...Trust Agreement • December 16th, 2008 • Schwab Capital Trust Ii • Security brokers, dealers & flotation companies • Delaware
SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of , among (i) The Charles Schwab Corporation, a Delaware corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York Mellon Trust Company, N.A., 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) BNY Mellon Trust of Delaware, 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.
FORM OF GUARANTEE AGREEMENT by and between THE CHARLES SCHWAB CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Guarantee Trustee dated as ofGuarantee Agreement • December 16th, 2008 • Schwab Capital Trust Ii • 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities and the Trust Common Securities (each as defined herein and, together, the “Trust Securities”) of Schwab Capital Trust , a Delaware statutory trust (the “Issuer Trust”).
