SCHWAB CHARLES CORP — Director's Dealing 2011

Jan 24, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2010-12-31

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-02	Nonqualified Stock Option (right to buy)	$15.0000	A	43371.0000	Acquired	2020-08-02	Common Stock (43371.0000)	Direct
2010-11-01	Nonqualified Stock Option (right to buy)	$15.4300	A	44192.0000	Acquired	2020-11-01	Common Stock (44192.0000)	Direct

Footnotes

F1: The option was granted under the company's 2004 Stock Incentive Plan and represents one-third of an option grant approved for the reporting person on March 1, 2010 to be granted in three equal parts on March 1, 2010, August 2, 2010 and November 1, 2010. The option grants on August 2, 2010 and November 1, 2010 were previously not reported on a Form 4.

F2: The option vests in four equal annual installments beginning on the first anniversary of the grant date.