SCHWAB CHARLES CORP — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2014-04-01

Reporting Person: HERRINGER FRANK C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-02	Common Stock	M	5244.0000	$9.0571	Acquired	97210.0000	Indirect
2014-04-02	Common Stock	F	1718.0000	$27.6350	Disposed	95492.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Restricted Stock Units	$	A	1093.0000	Acquired		Common Stock (1093.0000)	Direct
2014-04-02	Nonqualified Stock Option (right to buy)	$9.0571	M	5244.0000	Disposed	2014-05-17	Common Stock (5244.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9167.0000	Direct
Common Stock	50625.0000	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent 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 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.