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 22, 2009, at a meeting of the Board of Directors of The Charles Schwab Corporation (CSC), the Board of Directors of CSC elected Arun Sarin to the Board of Directors to serve as a member of the class of directors whose term expires at the annual meeting of stockholders in 2010. The Board of Directors determined Mr. Sarin to be independent under the independence standards of The Nasdaq Stock Market and appointed Mr. Sarin to serve on the Audit Committee and the Nominating and Corporate Governance Committee.

On October 22, 2009, at a meeting of the Compensation Committee (the Committee) of the Board of Directors of CSC, the Committee approved performance-based restricted stock unit and nonqualified stock option awards under CSC's 2004 Stock Incentive Plan to certain named executive officers as follows:

                                                        Value of              Value of
                                                    Restricted Stock     Nonqualified Stock
Name and Principal Position                          Units (1) ($)        Options (2) ($)
-----------------------------------------------     ----------------     ------------------
Charles R. Schwab                                            900,000              2,100,000
Chairman
Walter W. Bettinger II                                     1,950,000              4,550,000
President and Chief Executive Officer
Joseph R. Martinetto                                         360,000                840,000
Chief Financial Officer
Carrie E. Dwyer                                              300,000                700,000
Executive Vice President, General Counsel and
Corporate Secretary
James D. McCool                                              420,000                980,000
Executive Vice President - Institutional
Services
Rebecca Saeger                                               225,000                525,000
Executive Vice President and Chief Marketing
Officer

(1) The restricted stock unit awards will have a date of grant of November 2, 2009 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 return on equity for the one-year performance period ending on each September 30 preceding the vesting date. If CSC does not achieve a performance target for any one-year performance period, there will be a second opportunity to vest in any unvested restricted stock units at the end of the final performance period, if CSC achieves a performance target related to the average of the return on equity over the four one-year performance periods. The number of restricted stock units will be calculated by dividing the value of the award by the fair market value (defined as the average of the high and low price) of a share of common stock on the date of grant.

(2) The terms and conditions of the nonqualified stock options are based on the form of notice and nonqualified stock option agreement (filed as Exhibit 10.306 to the CSC's Form 10-K for the year ended December 31, 2007).