SCHWAB CHARLES CORP — Director's Dealing 2013

May 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-05-17

Reporting Person: Bettinger Walter W (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-17	Common Stock	M	141743.0000	$18.2915	Acquired	682388.8859	Direct
2013-05-17	Common Stock	S	141743.0000	$19.1706	Disposed	540645.8859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-17	Nonqualified Stock Option (right to buy)	$18.2915	M	141743.0000	Disposed	2013-10-30	Common Stock (141743.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5803.4490	Indirect
Common Stock	1277.0000	Indirect
Common Stock	2211.5061	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.17 to $19.19. 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.