DEPOSIT AGREEMENT dated as of April 30, 2020, among (i) The Charles Schwab Corporation, a Delaware corporation, (ii) Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Depositary and (iii) the holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, of the Corporation with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a fractional interest in the Stock deposited and for the execution and delivery of Receipts evidencing Depositary Shares;
WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and
WHEREAS, the terms and conditions of the 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, of the Corporation are substantially set forth in the Certificate of Designations attached hereto as Exhibit B;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
Section 1.1. Definitions.
The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:
Certificate of Designations shall mean the Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Stock as a series of preferred stock of the Corporation, and setting forth the rights, preferences and privileges of the Stock, and attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time.
Corporation shall mean The Charles Schwab Corporation, a Delaware corporation, and its successors.
Deposit Agreement shall mean this Deposit Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.
Depositary shall mean Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, and any successor as Depositary hereunder.
Depositary Share Redemption Price shall have the meaning set forth in Section 2.8.