SCHWAB CHARLES CORP — Director's Dealing 2012

May 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2012-05-21

Reporting Person: HERRINGER FRANK C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-21	Common Stock	A	5003.0000	$0.0000	Acquired	8546.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-21	Nonqualified Stock Option (right to buy)	$12.6600	A	16491.0000	Acquired	2022-05-21	Common Stock (16491.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50625.0000	Indirect
Common Stock	83670.0000	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.