The CHARLES SCHWAB CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 3.200% Senior Notes Due 2027 Eighth Supplemental Indenture Dated as of March 2, 2017 to Senior Indenture Dated as of June 5, 2009 (March 2nd, 2017)

EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 2, 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).

Deposit Agreement (February 23rd, 2017)

DEPOSIT AGREEMENT dated as of June 6, 2012, among (i) The Charles Schwab Corporation, a Delaware corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary and (iii) the holders from time to time of the Receipts described herein.

[2013 Stock Incentive Plan] (November 7th, 2016)

You have been granted the following option to purchase common stock (a "Share") of The Charles Schwab Corporation ("Schwab") under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"):

The Charles Schwab Corporation [2013 Stock Incentive Plan] Notice of Non- Employee Director Retainer Restricted Stock Unit Grant (November 7th, 2016)

You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock (a "Share") of The Charles Schwab Corporation ("Schwab"), under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"). Your Restricted Stock Units are granted subject to the following terms:

The Charles Schwab Corporation [2013 STOCK INCENTIVE PLAN] NOTICE OF NON- EMPLOYEE DIRECTOR Deferred Compensation STOCK OPTION GRANT (November 7th, 2016)

This option is a non-qualified stock option and is not intended to qualify as an incentive stock option under federal tax laws.

The Charles Schwab Corporation [2013 Stock Incentive Plan] Notice of Restricted Stock Unit Grant (Performance-Based Vesting) (November 7th, 2016)

You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock (a "Share") of The Charles Schwab Corporation ("Schwab"), under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"). Your Restricted Stock Units are granted subject to the following terms:

The CHARLES SCHWAB CORPORATION [2013 STOCK INCENTIVE PLAN] NOTICE OF NON- EMPLOYEE DIRECTOR Deferred Compensation RESTRICTED STOCK UNIT GRANT (November 7th, 2016)

You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock ("Shares") of The Charles Schwab Corporation ("Schwab"), under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"). Your Restricted Stock Units are granted subject to the following terms:

The Charles Schwab Corporation (November 7th, 2016)

You have been granted the following option to purchase common stock (a "Share") of The Charles Schwab Corporation ("Schwab") under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"). A stock option represents the right to purchase Shares at a fixed price, called the exercise price, within a certain period of time. Your option is granted subject to the following terms:

The Charles Schwab Corporation [2013 Stock Incentive Plan] Notice of Restricted Stock Unit Grant (November 7th, 2016)

You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock (a "Share") of The Charles Schwab Corporation ("Schwab") under [The Charles Schwab Corporation 2013 Stock Incentive Plan] (the "Plan"). Your Restricted Stock Units are granted subject to the following terms:

CERTIFICATE OF DESIGNATIONS OF 4.625% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E OF THE CHARLES SCHWAB CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (October 31st, 2016)

THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the Corporation), HEREBY CERTIFIES that the following resolution was duly adopted by a duly authorized committee (the Pricing Committee) of the board of directors of the Corporation (the Board of Directors) in accordance with Section 151(g) of the General Corporation Law of the State of Delaware pursuant to the authority conferred upon the Board of Directors by the provisions of the Fifth Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the Certificate of Incorporation), and pursuant to the authority conferred upon the Pricing Committee by the duly adopted resolutions of the Board of Directors and the bylaws of the Corporation (as such may be amended, modified or restated from time to time, the Bylaws):

DEPOSIT AGREEMENT Among the Charles Schwab Corporation, as Issuer Wells Fargo Bank, N.A. As Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 31, 2016 (October 31st, 2016)

DEPOSIT AGREEMENT dated as of October 31, 2016, among (i) The Charles Schwab Corporation, a Delaware corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary and (iii) the holders from time to time of the Receipts described herein.

Contract (August 5th, 2016)

The CHARLES SCHWAB CORPORATION 2004 STOCK INCENTIVE PLAN (Adopted by the Board on March 10, 2004) (Approved by Stockholders on May 17, 2004) (Amended by the Board on March 14, 2007) (August 5th, 2016)

CERTIFICATE OF DESIGNATIONS OF 5.95% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D OF THE CHARLES SCHWAB CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (March 7th, 2016)

THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the "Corporation"), HEREBY CERTIFIES that the following resolution was duly adopted by a duly authorized committee (the "Pricing Committee") of the board of directors of the Corporation (the "Board of Directors") in accordance with Section 151(g) of the General Corporation Law of the State of Delaware pursuant to the authority conferred upon the Board of Directors by the provisions of the Fifth Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the "Certificate of Incorporation"), and pursuant to the authority conferred upon the Pricing Committee by the duly adopted resolutions of the Board of Directors and the bylaws of the Corporation (as such may be amended, modified or restated from time to time, the "Bylaws"):

DEPOSIT AGREEMENT Among the Charles Schwab Corporation, as Issuer Wells Fargo Bank, N.A. As Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of March 7, 2016 (March 7th, 2016)

DEPOSIT AGREEMENT dated as of March 7, 2016, among (i) The Charles Schwab Corporation, a Delaware corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary and (iii) the holders from time to time of the Receipts described herein.

March 7, 2016 (March 7th, 2016)

The CHARLES SCHWAB CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 3.450% Senior Notes Due 2026 Seventh Supplemental Indenture Dated as of November 13, 2015 to Senior Indenture Dated as of June 5, 2009 (November 13th, 2015)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2015 (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).

Credit Agreement (364-Day Commitment) (August 6th, 2015)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) ("this Agreement") is entered into as of June 5, 2015, among The Charles Schwab Corporation, a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), and Citibank, N.A., as administrative agent for the Lenders (the "Agent").

Corporate Executive Bonus Plan the Charles Schwab Corporation Corporate Executive Bonus Plan (As Amended and Restated as of February 23, 2005) (Approved by Stockholders on May 19, 2005) (Amended and Restated December 12, 2007) (Amended and Restated October 23, 2008) (Amended and Restated December 9, 2009) (Approved by Stockholders on May 13, 2010) (Amended and Restated January 29, 2015) (Approved by Stockholders on May 13, 2015) (August 6th, 2015)

August 3, 2015 (August 3rd, 2015)

CERTIFICATE OF DESIGNATIONS OF 6.00% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C OF THE CHARLES SCHWAB CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (August 3rd, 2015)

THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the Corporation), HEREBY CERTIFIES that the following resolution was duly adopted by a duly authorized committee (the Pricing Committee) of the board of directors of the Corporation (the Board of Directors) in accordance with Section 151(g) of the General Corporation Law of the State of Delaware pursuant to the authority conferred upon the Board of Directors by the provisions of the Fifth Restated Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time, the Certificate of Incorporation), and pursuant to the authority conferred upon the Pricing Committee by the duly adopted resolutions of the Board of Directors and the bylaws of the Corporation (as such may be amended, modified or restated from time to time, the Bylaws):

The CHARLES SCHWAB CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 1.500% Senior Notes Due 2018 3.000% Senior Notes Due 2025 Sixth Supplemental Indenture Dated as of March 10, 2015 to Senior Indenture Dated as of June 5, 2009 (March 10th, 2015)

SIXTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2015 (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).

The Charles Schwab Corporation Deferred Compensation Plan (February 23rd, 2015)

The CHARLES SCHWAB CORPORATION DIRECTORS' DEFERRED COMPENSATION PLAN (As Amended Through December 8, 2004) (February 23rd, 2015)

Restatement of Assignment and License (February 23rd, 2015)

This is a restatement of the Assignment and License made the 31st day of March, 1987, and the Amendment thereof made as of July 30, 1987, by and between CL Acquisition Corporation, a Delaware corporation, The Charles Schwab Corporation, a Delaware corporation, Charles Schwab & Co., Inc., a California corporation, and Charles R. Schwab, an individual. For purposes of this restatement, the parties are referred to herein by their present names: The Charles Schwab Corporation, formerly CL Acquisition ("CS Corp."); Schwab Holdings, Inc., formerly The Charles Schwab Corporation ("Holdings, Inc."); Charles Schwab & Co., Inc. ("Schwab, Inc."); and Charles R. Schwab ("Schwab").

Form of SUBORDINATED INDENTURE THE CHARLES SCHWAB CORPORATION TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee Dated as of , 20 (December 15th, 2014)

SUBORDINATED INDENTURE, dated as of , 20 (the Indenture), between THE CHARLES SCHWAB CORPORATION, a Delaware corporation (hereinafter called the Company) having its principal office at 211 Main Street, San Francisco, California 94105, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (hereinafter called the Trustee).

Credit Agreement (364-Day Commitment) (August 7th, 2014)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) ("this Agreement") is entered into as of June 6, 2014, among The Charles Schwab Corporation, a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), and Citibank, N.A., as administrative agent for the Lenders (the "Agent").

The Charles Schwab Corporation 2004 Stock Incentive Plan Notice of Stock Option Grant (November 6th, 2013)

You have been granted the following option to purchase Common Stock of The Charles Schwab Corporation ("Schwab") under the Charles Schwab Corporation 2004 Stock Incentive Plan (the "Plan"):

DIRECTORS' DEFERRED COMPENSATION PLAN II (Effective December 9, 2004) (Amended and Restated December 12, 2007) (Amended and Restated October 23, 2008) (Amended and Restated April 24, 2013) (August 6th, 2013)

Credit Agreement (364-Day Commitment) (August 6th, 2013)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) ("this Agreement") is entered into as of June 7, 2013, among The Charles Schwab Corporation, a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), and Citibank, N.A., as administrative agent for the Lenders (the "Agent").

The CHARLES SCHWAB CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 2.20% Senior Notes Due 2018 Fifth Supplemental Indenture Dated as of July 25, 2013 to Senior Indenture Dated as of June 5, 2009 (July 25th, 2013)

FIFTH SUPPLEMENTAL INDENTURE, dated as of July 25, 2013 (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).

The CHARLES SCHWAB CORPORATION 2013 STOCK INCENTIVE PLAN (Adopted by the Board on January 24, 2013) (Approved by Stockholders on May 16, 2013) (May 21st, 2013)

Employment Agreement (May 7th, 2013)

This Agreement, as amended, is made and entered into effective as of March 13, 2008 by and between The Charles Schwab Corporation, a Delaware Corporation (hereinafter referred to as the Company), and Charles R. Schwab, an individual (hereinafter referred to as the Executive).

The Charles Schwab Corporation 2004 Stock Incentive Plan Notice of Premium- Priced Stock Option Grant (February 22nd, 2013)

You have been granted the following option to purchase Common Stock of The Charles Schwab Corporation (Schwab) under the Charles Schwab Corporation 2004 Stock Incentive Plan (the Plan):

The CHARLES SCHWAB CORPORATION 2001 STOCK INCENTIVE PLAN (Amended and Restated December 12, 2007) (February 22nd, 2013)

The Plan was adopted by the Board of Directors on February 28, 2001. The purpose of this Plan is to promote the long-term success of the Company and the creation of incremental stockholder value by (a) encouraging Non-Employee Directors and Key Employees to focus on long-range objectives, (b) encouraging the attraction and retention of Non-Employee Directors and Key Employees with exceptional qualifications and (c) linking Non-Employee Directors and Key Employees directly to stockholder interests. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Performance Share Awards or Options, which may constitute incentive stock options or nonstatutory stock options. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware.