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: McCool James D (EVP - Client Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-29	Common Stock	M	35436.0000	$18.2915	Acquired	133867.3761	Direct
2013-05-29	Common Stock	S	35436.0000	$19.8756	Disposed	98431.3761	Direct

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	35436.0000	Disposed	2013-10-30	Common Stock (35436.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29087.7030	Indirect
Common Stock	5221.5620	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.85 to $19.895. 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.