SCHWAB CHARLES CORP — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-04-01

Reporting Person: WILSON ROBERT N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Common Stock	M	5244.0000	$9.3145	Acquired	119936.0000	Direct
2013-04-02	Common Stock	M	5244.0000	$8.4660	Acquired	125180.0000	Direct
2013-04-02	Common Stock	F	5408.0000	$17.2400	Disposed	119772.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Restricted Stock Units	$	A	828.0000	Acquired		Common Stock (828.0000)	Direct
2013-04-02	Nonqualified Stock Option (right to buy)	$8.4660	M	5244.0000	Disposed	2013-05-09	Common Stock (5244.0000)	Direct
2013-04-02	Nonqualified Stock Option (right to buy)	$9.3145	M	5244.0000	Disposed	2013-05-15	Common Stock (5244.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a right to receive one share of company stock.

F2: The restricted stock units were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan") and are held in a rabbi trust for the benefit of the reporting person pursuant to the terms of the Plan.

F3: The restricted stock units are fully vested, are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when he leaves the Board of Directors.