Officers.


On October 23, 2008, at a meeting of the Compensation Committee (the Committee)
of the Board of Directors of The Charles Schwab Corporation (CSC), the Committee
approved 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) ($)         Options (2) ($)
Joseph R. Martinetto
Chief Financial Officer                                         240,000              960,000
Carrie E. Dwyer
Executive Vice President, General Counsel and
Corporate Secretary                                             220,000              880,000
Charles G. Goldman
Executive Vice President - Schwab
Institutional                                                   260,000            1,040,000

(1) The restricted stock awards will have a date of grant of November 3, 2008 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 3, 2008 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 ten years. The stock options will have an exercise price equal to 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.