Item 8.01. Other Events.

On September 11, 2007, The Charles Schwab Corporation (the "Company") agreed to sell $250,000,000 aggregate principal amount of 6.375% Senior Medium-Term Notes due 2017 (the "Notes") pursuant to a Terms Agreement, dated September 11, 2007, among the Company, UBS Securities LLC and J.P. Morgan Securities Inc., and a Distribution Agreement, dated May 19, 2000, as amended, among the Company, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Credit Suisse First Boston Corporation, Charles Schwab & Co., Inc., UBS Securities LLC and J.P. Morgan Securities Inc. The Notes will be issued under a Senior Indenture between the Company and The Bank of New York Trust Company, N.A. (as successor in interest to The Chase Manhattan Bank (formerly Chemical Bank)), as trustee, dated as of July 15, 1993, as supplemented by the First Supplemental Indenture dated as of June 29, 1999. The offering of the Notes (the "Offering") is being made pursuant to a Prospectus and Prospectus Supplement, both dated May 19, 2000, and a Pricing Supplement dated September 11, 2007, filed pursuant to the Company's shelf Registration Statement on Form S-3 (File No. 333-36410). The sale of the Notes is expected to close on September 14, 2007.

In connection with the Offering, the Company is filing the Terms Agreement as Exhibit 1.4 to this Current Report on Form 8-K. The Company previously filed the Distribution Agreement as Exhibit 1.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.4 Terms Agreement dated September 11, 2007, among The Charles Schwab Corporation, UBS Securities LLC and J.P. Morgan Securities Inc.

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