Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 12, 2007, at a meeting of the Board of Directors of CSC, the Board approved amendments to Sections 3.03 and 3.10 of the bylaws and restating the bylaws as the Fourth Restated Bylaws of CSC. The amendments to Section 3.03 change the voting standard for the election of directors from a plurality to a majority of votes cast in uncontested elections. A majority of votes cast means that the number of shares voted "for" a director's election exceeds 50% of votes cast with respect to that director's election, with "votes cast" excluding abstentions with respect to the director's election. In the event of a contested election, directors will be elected by the vote of a plurality of votes cast. The amendments to Section 3.10 add electronic mail or electronic messaging systems to the methods by which directors may be given notice of special meetings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Fourth Restated Bylaws of The Charles Schwab Corporation (As Amended December 12, 2007)

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