SCHWAB CHARLES CORP — Director's Dealing 2011

Jul 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-07-01

Reporting Person: HERRINGER FRANK C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	M	2170.0000	$14.3770	Acquired	77110.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-01	Nonqualified Stock Option (right to buy)	$14.3770	M	2170.0000	Disposed	2011-07-06	Common Stock (2170.0000)	Direct
2011-07-01	Restricted Stock Units	$	A	1496.0000	Acquired		Common Stock (1496.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5323.0000	Direct
Common Stock	50625.0000	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent 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.