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SCHWAB CHARLES CORP Director's Dealing 2011

Dec 22, 2011

10451_dirs_2011-12-22_8378bb57-c068-4369-aa5b-5cee379ea0ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-12-21

Reporting Person: SCHWAB CHARLES R (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-21 Common Stock J 330197.0000 $0.0000 Disposed 39681138.0000 Indirect
2011-12-21 Common Stock J 330197.0000 $0.0000 Disposed 39350941.0000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5413233.0000 Direct
Common Stock 44025.0000 Indirect
Common Stock 6884465.3300 Indirect
Common Stock 130518517.0000 Indirect

Footnotes

F1: These shares were distributed by a family limited partnership over which the reporting person has control to the reporting person's daughter and represent his daughter's pro rata interest in the shares of issuer stock owned by the partnership. The shares were initially distributed to a trust for the benefit of the daughter over which the reporting person serves as trustees, and the trust distributed the shares to a separate account for the daughter. The reporting person disclaims beneficial ownership of the shares owned by his daughter.

F2: These shares were distributed by a family limited partnership over which the reporting person has control to the reporting person's son and represent his son's pro rata interest in the shares of issuer stock owned by the partnership. The shares were initially distributed to a trust for the benefit of the son over which the reporting person serves as trustee, and the trust distributed the shares to a separate account for the son. The reporting person disclaims beneficial ownership of the shares owned by his son.

F3: Represents shares received as a distribution from a family limited partnership.

F4: Includes 1,056,630 shares received as a distribution from a family limited partnership. In prior reports, the reporting person reported beneficial ownership of 129,461,887 shares of common stock held by trust.