SCHWAB CHARLES CORP — Director's Dealing 2011

Apr 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-04-21

Reporting Person: Dwyer Carrie E (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-21	Common Stock	M	127965.0000	$14.3198	Acquired	316974.0000	Indirect
2011-04-21	Common Stock	M	78667.0000	$9.2573	Acquired	395641.0000	Indirect
2011-04-21	Common Stock	M	25593.0000	$9.7245	Acquired	421234.0000	Indirect
2011-04-21	Common Stock	M	19666.0000	$12.4988	Acquired	440900.0000	Indirect
2011-04-21	Common Stock	M	6555.0000	$12.4988	Acquired	447455.0000	Indirect
2011-04-21	Common Stock	S	205831.0000	$18.7360	Disposed	241624.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-21	Incentive Stock Option (right to buy)	$12.4988	M	6555.0000	Disposed	2012-02-27	Common Stock (6555.0000)	Direct
2011-04-21	Nonqualified Stock Option (right to buy)	$12.4988	M	19666.0000	Disposed	2012-02-27	Common Stock (19666.0000)	Direct
2011-04-21	Nonqualified Stock Option (right to buy)	$14.3198	M	127965.0000	Disposed	2011-07-18	Common Stock (127965.0000)	Direct
2011-04-21	Nonqualified Stock Option (right to buy)	$9.7245	M	25593.0000	Disposed	2011-09-24	Common Stock (25593.0000)	Direct
2011-04-21	Nonqualified Stock Option (right to buy)	$9.2573	M	78667.0000	Disposed	2012-11-08	Common Stock (78667.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7937.0000	Direct
Common Stock	1178.1540	Indirect
Common Stock	8805.0000	Indirect
Common Stock	8805.0000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $18.6675 to $18.825. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.