SCHWAB CHARLES CORP — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-04-01

Reporting Person: HERRINGER FRANK C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Restricted Stock Units	$	A	1351.0000	Acquired		Common Stock (1351.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a right to receive one share of company stock.

F2: The restricted stock units were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan") and are held in a rabbi trust for the benefit of the reporting person pursuant to the terms of the Plan.

F3: The restricted stock units are fully vested, are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when he leaves the Board of Directors.