SCHWAB CHARLES CORP — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2014-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-19	Common Stock	M	9687.0000	$18.6600	Acquired	102404.0000	Indirect
2014-03-19	Common Stock	S	9687.0000	$27.3475	Disposed	92717.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-19	Nonqualified Stock Option (right to buy)	$18.6600	M	9687.0000	Disposed	2021-03-01	Common Stock (9687.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1233.2920	Indirect
Common Stock	8805.0000	Indirect
Common Stock	8805.0000	Indirect

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 19, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $27.34 to $27.365. 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.