SCHWAB CHARLES CORP — Director's Dealing 2013

May 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-05-20

Reporting Person: WALTHER ROGER O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-20	Common Stock	A	3642.0000	$0.0000	Acquired	19478.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-20	Nonqualified Stock Option (right to buy)	$19.2100	A	14345.0000	Acquired	2023-05-20	Common Stock (14345.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31772.2472	Indirect
Common Stock	251143.7811	Indirect

Footnotes

F1: The reported transaction constitutes a grant of restricted stock units, which were granted under the company's 2013 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 2013 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.