X0202 4 2007-08-15 0000316709 SCHWAB CHARLES CORP SCHW 0000923738 SCHWAB CHARLES R C/O THE CHARLES SCHWAB CORPORATION 120 KEARNY STREET SAN FRANCISCO CA 94108 1 1 1 0 Chairman and CEO Common Stock 2007-08-15 4 S 0 486984 20.50 D 5470511 D Common Stock 2007-08-15 4 S 0 209671 20.50 D 2355329 I by Family Limited Partnership Common Stock 2007-08-15 4 S 0 12226556 20.50 D 137346302 I by Trust Common Stock 2007-08-15 4 S 0 3503017 20.50 D 39350941 I by LLC Common Stock 2007-08-15 4 S 0 640985 20.50 D 7200465 I by Spouse As of the date of this report, in addition to the shares reported in Table I, the reporting person had an indirect beneficial ownership interest in 1,725,642 shares held by an ESOP. The reporting person included shares held in his family limited partnership as owned directly in prior filings. The sales were made pursuant to a Stock Purchase Agreement dated July 2, 2007. In connection with the company's plan to repurchase shares of its common stock through a modified "Dutch Auction" tender offer (the "Tender Offer"), the company entered into the Stock Purchase Agreement with Mr. Schwab and with certain additional stockholders whose shares Mr. Schwab is deemed to beneficially own. Under the Stock Purchase Agreement, Mr. Schwab and the other stockholders agreed not to participate in the Tender Offer, and instead, agreed to sell and the company agreed to purchase, after completion of the Tender Offer, a number of shares that would result in Mr. Schwab maintaining the same beneficial ownership interest in the company's outstanding common stock as before the Tender Offer (excluding outstanding options to acquire stock). Jane E. Fry, Attorney-in-fact 2007-08-16