SCHWAB CHARLES CORP — Director's Dealing 2013

Nov 5, 2013

SEC Form 4/A — Form 4/A

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Common Stock	A	5022.0000	$0.0000	Acquired	130926.0000	Indirect
2013-11-04	Common Stock	M	20316.0000	$17.3800	Acquired	115405.0000	Indirect
2013-11-04	Common Stock	S	20316.0000	$23.0779	Disposed	95089.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-01	Nonqualified Stock Option (right to buy)	$23.1200	A	24016.0000	Acquired	2023-11-01	Common Stock (24016.0000)	Direct
2013-11-04	Nonqualified Stock Option (right to buy)	$17.3800	M	20316.0000	Disposed	2019-11-02	Common Stock (20316.0000)	Direct

Footnotes

F1: Shares acquired on the vesting of restricted stock units.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2013.

F3: This transaction was executed in multiple trades at prices ranging from $22.96 to $23.17. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The option was granted under the company's 2013 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.