SCHWAB CHARLES CORP — Director's Dealing 2013

Jan 7, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2012-12-31

Reporting Person: Gill George A. (EVP - Investor Services)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45524.0000	Direct
Common Stock	1880.0320	Indirect
Common Stock	2115.0000	Indirect

Footnotes

F1: On March 14, 2012, the reporting person held 10,162 outstanding time-based restricted stock units. On November 1, 2012, 1,700 of the restricted stock units vested and 623 shares were withheld to satisfy the tax obligation. On November 2, 2012, 912 of the restricted stock units vested and 334 shares were withheld to satisfy the tax obligation.

F2: The reporting person owned 2,115 shares of common stock in the company's employee stock purchase plan on March 14, 2012, the date on which he became an officer of the company.