SCHWAB CHARLES CORP — Director's Dealing 2010

May 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2010-05-17

Reporting Person: WALTHER ROGER O (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-17	Nonqualified Stock Option (right to buy)	$17.38	A	11082	Acquired	2020-05-17	Common Stock (11082)	Direct
2010-05-17	Restricted Stock Units	$	A	3649	Acquired		Common Stock (3649)	Direct

Footnotes

F1: The option was granted under the company's 2004 Stock Incentive Plan and vests 25% on the first and second anniversary of the date of grant and 50% on the third anniversary of the date of grant.

F2: Each restricted stock unit represents a contingent right to receive one share of company stock.

F3: The restricted stock units were granted under the company's 2004 Stock Incentive Plan and vest 25% on the first and second anniversary of the date of grant and 50% on the third anniversary of the date of grant.