On January 24, 2013, at a meeting of the Compensation Committee (the "Committee") of the Board of Directors of The Charles Schwab Corporation ("CSC"), the Committee approved performance-based long-term incentive awards payable in cash ("Cash LTIP"), performance-based restricted stock units and stock options under the CSC 2004 Stock Incentive Plan for certain named executive officers as follows:

                                                                   Value of                 Value of
                                             Value of          Restricted Stock        Nonqualified Stock
Name and Principal Position               Cash LTIP (1)           Units (2)               Options (3)
--------------------------------------    --------------      ------------------      --------------------
Walter W. Bettinger II                    $    4,000,000      $        3,250,000      $          3,250,000
President and Chief Executive Officer
Joseph R. Martinetto                      $    1,437,500      $          750,000      $            750,000
Executive Vice President and Chief
Financial Officer
James D. McCool                           $    1,375,000      $          750,000      $            750,000
Executive Vice President - Client
Solutions
Charles R. Schwab                         $    2,000,000      $        1,500,000      $          1,500,000
Chairman of the Board

(2) The restricted stock unit awards will have a date of grant of March 1, 2013, and will vest 25% on the first, second, third, and fourth anniversaries of the date of grant, based on CSC achieving performance targets to be established by the Committee not later than the first 90 days of each one-year performance period from January 1 to December 31 of the calendar year preceding the vesting date. For the January 1, 2013 to December 31, 2013 performance period, the Committee has established performance targets related to return on common equity and cost of equity capital. The target number of restricted stock units to be granted 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. The shares vest only upon achieving performance targets and the number of shares actually paid can exceed the target amount depending on CSC's performance. The maximum number of shares payable is 200% of the target number of restricted stock units granted. If CSC does not achieve a performance target for any one-year performance period, the unvested restricted stock units due to vest for that performance period will be forfeited.

(3) The nonqualified stock options will be granted in three equal installments on the following predetermined grant dates: March 1, August 1, and November 1, 2013. The stock options will vest 25% on the first, second, third, and fourth anniversaries 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.

• Stock options will vest upon retirement, which is defined as age 55 with at least ten years of service for employees and age 70 or five years of service for non-employee directors. The post-termination exercise period for stock options will be the earlier of the original expiration date in the grant agreement and (1) five years from termination for employees with at least 10 years of service, but less than 15 years of service or (2) the original life of the option for employees with at least 15 years of service and non-employee directors.

• For restricted stock units, awards vest at retirement. Outstanding restricted stock units are payable on the original vesting schedule noted in the award agreement. Future restricted stock units will vest and be paid in shares upon termination.

• For performance-based restricted stock units, awards will continue to vest after retirement and be paid in shares on the original payment schedule subject to the company's attainment of the performance goals.

• Outstanding restricted stock awards will vest and restrictions on the shares will lapse upon termination.