On June 2, 2009, The Charles Schwab Corporation (the "Company") agreed to sell $750,000,000 aggregate principal amount of 4.950% Senior Notes due 2014 (the "Notes") pursuant to an Underwriting Agreement, dated June 2, 2009 (the "Underwriting Agreement"), among the Company, J.P. Morgan Securities Inc. and UBS Securities LLC as representatives of the several underwriters named therein. The offering of the Notes (the "Offering") was consummated on June 5, 2009. The Notes were issued under a Senior Indenture, dated as of June 5, 2009 (the "Senior Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture, dated as of June 5, 2009 ("First Supplemental Indenture"). The Offering was made pursuant to a Prospectus dated December 16, 2008 and a Prospectus Supplement, dated June 2, 2009, filed pursuant to the Company's shelf Registration Statement on Form S-3 (File No. 333-156152).

Copies of the Underwriting Agreement, Senior Indenture, First Supplemental Indenture and the form of 4.950% Senior Note due 2014 are attached as Exhibits 1.6, 4.20, 4.21 and 4.22, respectively, to this Report on Form 8-K and are incorporated herein by reference. A copy of the legal opinion delivered in connection with the transactions described above is attached as Exhibit 5.1 to this Report on Form 8-K.

(d) Exhibits.

1.6     Underwriting Agreement, dated June 2, 2009, among the Company, J.P. Morgan
        Securities Inc. and UBS Securities LLC as representatives of the several
        underwriters named therein.

4.20    Senior Indenture, dated as of June 5, 2009, between the Company and The
        Bank of New York Mellon Trust Company, N.A.

4.21    First Supplemental Indenture, dated as of June 5, 2009, between the
        Company and The Bank of New York Mellon Trust Company, N.A.

4.22    Form of 4.950% Senior Note due 2014 (included in Exhibit 4.21)

5.1     Opinion of Howard Rice Nemerovski Canady Falk & Rabkin, A Professional
        Corporation, dated June 5, 2009.

23.1    Consent of Howard Rice Nemerovski Canady Falk & Rabkin, A Professional
        Corporation, dated June 5, 2009 (included in Exhibit 5.1).