SCHWAB CHARLES CORP — Director's Dealing 2011

May 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-05-19

Reporting Person: BUTCHER C PRESTON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-19	Common Stock	A	3543.0000	$0.0000	Acquired	5323.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	Nonqualified Stock Option (right to buy)	$17.6200	A	11344.0000	Acquired	2021-05-19	Common Stock (11344.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	297629.1920	Indirect
Common Stock	896918.7910	Indirect

Footnotes

F1: The reported transaction constitutes a grant of restricted stock units, which were granted under the company's 2004 Stock Incentive Plan and vest 25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date.

F2: The option was granted under the company's 2004 Stock Incentive Plan and vests 25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date.