SCHWAB CHARLES CORP — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-02-07

Reporting Person: Clendening John S (EVP - Investor Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	M	39333.0000	$13.1185	Acquired	82631.0000	Indirect
2013-02-07	Common Stock	S	39333.0000	$16.8820	Disposed	43298.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Incentive Stock Option (right to buy)	$13.1185	M	26222.0000	Disposed	2014-01-20	Common Stock (26222.0000)	Direct
2013-02-07	Nonqualified Stock Option (right to buy)	$13.1185	M	13111.0000	Disposed	2014-01-20	Common Stock (13111.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	275.0000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 5, 2013.

F2: This transaction was executed in multiple trades at prices ranging from $16.86 to $16.92. 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.