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SCHWAB CHARLES CORP Director's Dealing 2011

Jan 5, 2011

10451_dirs_2011-01-05_32471776-d4fc-4a7a-877a-3585e0d471fe.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2011-01-03

Reporting Person: HERRINGER FRANK C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Restricted Stock Units	$	A	1429.0000	Acquired		Common Stock (1429.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a 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 fully vested, 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.