SCHWAB CHARLES CORP — Director's Dealing 2013

May 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-05-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-29	Common Stock	M	42523.0000	$18.2915	Acquired	132590.0000	Indirect
2013-05-29	Common Stock	S	42523.0000	$19.9237	Disposed	90067.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-29	Nonqualified Stock Option (right to buy)	$18.2915	M	42523.0000	Disposed	2013-10-30	Common Stock (42523.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1220.9670	Indirect
Common Stock	8805.0000	Indirect
Common Stock	8805.0000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.845 to $19.99. 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.