SCHWAB CHARLES CORP — Director's Dealing 2013

May 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-05-03

Reporting Person: MCLIN STEPHEN T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	M	5244.0000	$9.3145	Acquired	139390.0000	Indirect
2013-05-03	Common Stock	S	5244.0000	$17.3804	Disposed	134146.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-03	Nonqualified Stock Option (right to buy)	$9.3145	M	5244.0000	Disposed	2013-05-15	Common Stock (5244.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10113.0000	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $17.37 to $17.40. 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.