Summary of SCHWAB CHARLES CORP

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 18, 2007, at a meeting of the Compensation Committee (the Committee) of the Board of Directors of The Charles Schwab Corporation (CSC), the Committee approved the grant, effective November 1, 2007, of the following restricted stock and stock option awards under CSC's 2004 Stock Incentive Plan to certain named executive officers:

                                                     Value of Restricted     Value of Stock
Name and Principal Position                             Shares(1) ($)        Options(2) ($)
Charles R. Schwab                                                      0          3,500,000
Chairman and Chief Executive Officer

Joseph R. Martinetto                                             250,000            750,000
Executive Vice President and Chief Financial
Officer

Walter W. Bettinger II                                                 0          2,500,000
President and Chief Operating Officer

Carrie E. Dwyer                                                  200,000            600,000
Executive Vice President, General Counsel and
Corporate Secretary

(1) The restricted stock awards will have a date of grant of November 1, 2007 and will vest in increments of 25% on the first, second, third and fourth anniversary of the date of grant, based on CSC achieving a performance target related to pre-tax adjusted income divided by revenue ("pre-tax contribution margin") and revenue growth for the one-year performance period ending on each September 30 preceding the vesting date. The number of restricted shares will be calculated by dividing the value of the award by the fair market value of a share of common stock on the date of grant.

(2) The stock options will have a date of grant of November 1, 2007 and will vest 25% on each of the first, second, third, and fourth anniversary of the date of grant. The stock options will have a term of seven years. The stock options will have an exercise price equal to 103% of the closing price of CSC's common stock on the date of grant. The number of stock options will be calculated by dividing the value of the award by the fair value of a stock option as valued by a binomial stock option pricing model on the date of grant.