Form of Notice and Restricted Stock Unit Award – Schwab

So long as you remain in service in good standing and subject to the terms of
the Restricted Stock Unit Agreement, the Restricted Stock Units subject to this
award will become vested and distributable on the following dates and in the
following amounts, subject to the restrictions below:

Vesting Date

Percentage of the Total
Number of Restricted
Stock Units Granted under
this Award That Will Vest

1^st Anniversary of Grant Date

25%

2^nd Anniversary of Grant Date

25%

3^rd Anniversary of Grant Date

50%

No payment is required for the Restricted Stock Units that you are receiving.
Restricted Stock Units are an unfunded and unsecured obligation of Schwab.

Subject to the provisions of this Agreement, a Restricted Stock Unit becomes
vested and distributable as of the earliest of the following:

(1)

The applicable Vesting Date for the Restricted Stock Unit indicated in the
Notice of Restricted Stock Unit Award.

(2)

Your death.

(3)

Your disability.

(4)

Your separation from service, if the separation qualifies as a retirement.

(5)

A change in control.

If you become a common-law employee of Schwab or a subsidiary of Schwab (and
“subsidiary” means a subsidiary corporation as defined in
section 424(f) of the Internal Revenue Code of 1986, as amended (the
“Code“)), then the Restricted Stock Units will continue to vest
as described in the Notice of Restricted Stock Unit Award so long as you
continue as either a non-employee director or an employee of Schwab or its
subsidiaries.

Unvested units will be considered “Restricted Stock Units.”
If your service terminates for any reason, then your Restricted Stock Units will
be forfeited to the extent that they have not vested before the termination date
and do not vest as a result of the termination. This means that the Restricted
Stock Units will immediately revert to Schwab. You will receive no payment for
Restricted Stock Units that are forfeited. Schwab determines when your service
terminates for this purpose.

Fair market value means the average of the high and low price of a Share (as
defined below) as reported on NASDAQ on the applicable determination date.

For all purposes of this Agreement, “disability” means that
you have a disability that qualifies as such under section 409A of the Code.

For all purposes of this Agreement, “retirement“ means your
resignation or removal from the Board at any time after you have attained age 70
or completed 5 years of service as a non-employee director.

For all purposes of this Agreement, “change in control” means
an event that qualifies as a change in control event under section 409A of the
Code and as a change in control as defined in the Plan.

For all purposes of this Agreement, “separation from
service” means a separation from service as defined under section 409A
of the Code.

Any vested Restricted Stock Units will be paid in shares of common stock of
The Charles Schwab Corporation (“Shares“) as provided herein. Shares
that have become vested and distributable under this Agreement shall be
distributed as follows:

(1)

Shares that vest and become distributable on a Vesting Date shall be
distributed within 30 days of the Vesting Date.

(2)

Shares that vest and become distributable on death, disability or a change in
control shall be distributable within 90 days of such event.

(3)

Shares that vest and become distributable on a separation from service that
qualifies as a retirement shall be distributed within 90 days of the separation
from service. Notwithstanding the foregoing, if at the time of your separation
from service, you are a “specified employee”, you will receive your Shares six
months after your separation from service. “Specified Employee” means a
“specified employee” within the meaning of section 409A of the Code and any
regulatory guidance promulgated thereunder, provided that in determining the
compensation of individuals for this purpose, the definition of compensation in
Treas. Reg. § 1.415(c)-2(d)(2) shall be used.

You may not sell, transfer, pledge or otherwise dispose of any Restricted
Stock Units without Schwab153s written consent. Schwab will deliver Shares to you
only after the Restricted Stock Units vest and after all other terms and
conditions in this Agreement have been satisfied.

You may make a gift of Restricted Stock Units to your spouse, children or
grandchildren or to a trust established by you for the benefit of yourself or
your spouse, children or grandchildren. However, a transferee of Restricted
Stock Units must agree in writing on a form prescribed by Schwab to be bound by
all provisions of this Agreement as a condition for the transfer prior to the
Restricted Stock Units becoming vested.

In the event that Shares are distributable upon your death, the Shares will
be delivered to your beneficiary or beneficiaries. You may designate one or more
beneficiaries by filing a beneficiary designation form. You may change your
beneficiary designation by filing a new form with Schwab at any time prior to
your death. If you do not designate a beneficiary or if your designated
beneficiary predeceases you, then your Shares will be delivered to your estate.

You agree not to sell any Shares at a time when applicable laws, Schwab153s
policies or an agreement between Schwab and its underwriters prohibit a sale.
This restriction will apply as long as your service continues and for such
period of time after the termination of your service as Schwab may specify.

Your Restricted Stock Units carry no voting or other stockholder rights. You
have no rights as a Schwab stockholder until your Restricted Stock Units are
settled by issuing Shares.

On your behalf, Schwab will contribute to its capital an amount equal to the
par value of the Shares issued to you.

If Schwab pays cash dividends on Shares, you will receive cash equal to the
dividend per Share multiplied by the number of unvested Restricted Stock Units.
Each such payment shall be made as soon as practicable following the payment of
the actual dividend, but in no event beyond March 15^th of the year
following the year the actual dividend is paid.

Nothing in this Agreement will be construed as giving you the right to be
retained as an employee, contingent worker or director of Schwab and its
subsidiaries for any specific duration or at all.

If a payment from the Plan would constitute an excess parachute payment under
280G of the Code or if there have been certain securities law violations, then
your award may be reduced or forfeited and you may be required to disgorge any
profit that you have realized from your award.

If a disqualified individual receives a payment or transfer under the Plan
that would constitute an excess parachute payment under 280G of the Code, such
payment will be reduced, as described below. Generally, someone is a
“disqualified individual” if he or she is (a) an officer of
Schwab, (b) a member of the group consisting of the highest paid 1% of the
employees of Schwab or, if less, the highest paid 250 employees of Schwab, or
(c) a 1% stockholder of Schwab. For purposes of the section on “Limitation on
Payments,” the term “Schwab” will include affiliated
corporations to the extent determined by the independent auditors most recently
selected by the Schwab Board of Directors (the “Auditors“) in
accordance with section 280G(d)(5) of the Code.

In the event that the Auditors determine that any payment or transfer in the
nature of compensation to or for your benefit, whether paid or payable (or
transferred or transferable) pursuant to the terms of the Plan or otherwise (a
“Payment“), would be nondeductible for federal income tax
purposes because of the provisions concerning “excess parachute payments” in
section 280G of the Code, then the aggregate present value of all Payments will
be reduced (but not below zero) to the Reduced Amount; provided, however, that
the Compensation Committee may specify in writing that the award will not be so
reduced and will not be subject to reduction under this section.

For this purpose, the “Reduced Amount” will be the amount,
expressed as a present value, which maximizes the aggregate present value of the
Payments without causing any Payment to be nondeductible by Schwab because of
section 280G of the Code.

If the Auditors determine that any Payment would be nondeductible because of
section 280G of the Code, then Schwab will promptly give you notice to that
effect and a copy of the detailed calculation of the Reduced Amount. The
Auditors will determine which and how much of the Payments will be eliminated or
reduced (such that the aggregate present value of

the Payments equals the Reduced Amount). Schwab will notify you promptly of
the Auditor153s determination. Present value will be determined in accordance with
section 280G(d)(4) of the Code. The Auditors153 determinations will be binding
upon you and Schwab and will be made within 60 days of the date when a Payment
becomes payable or transferable.

As a result of uncertainty in the application of section 280G of the Code at
the time of an initial determination by the Auditors, it is possible that
Payments will have been made by Schwab which should not have been made (an
“Overpayment“) or that additional Payments which will not have
been made by Schwab could have been made (an “Underpayment“),
consistent in each case with the calculation of the Reduced Amount. In the event
that the Auditors, based upon the assertion of a deficiency by the Internal
Revenue Service against you or Schwab which the Auditors believe has a high
probability of success, determine that an Overpayment has been made, the amount
of such Overpayment will be paid by you to Schwab on demand, together with
interest at the applicable federal rate provided in section 7872(f)(2) of the
Code. However, no amount will be payable by you to Schwab if and to the extent
that such payment would not reduce the amount which is subject to taxation under
section 4999 of the Code. In the event that the Auditors determine that an
Underpayment has occurred, such Underpayment will promptly be paid or
transferred by Schwab to or for your benefit, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code, provided
that no such Underpayment related to Shares distributable under this Agreement
shall be paid beyond the deadline for making such payments under section 409A of
the Code.

You may file a claim for benefits under the Plan by following the procedures
prescribed by Schwab. If your claim is denied, generally you will receive
written or electronic notification of the denial within 90 days of the date on
which you filed the claim. If special circumstances require more time to make a
decision about your claim, you will receive notification of when you may expect
a decision. You may appeal the denial by submitting to the Plan Administrator a
written request for review within 30 days of receiving notification of the
denial. Your request should include all facts upon which your appeal is based.
Generally, the Plan Administrator will provide you with written or electronic
notification of its decision within 90 days after receiving the review request.
If special circumstances require more time to make a decision about your
request, you will receive notification

of when you may expect a decision.

The Plan Administrator has discretionary authority to make all determinations
related to this award and to construe the terms of the Plan, the Notice of
Restricted Stock Unit Award and this Agreement. The Plan Administrator153s
determinations are conclusive and binding on all persons.

In the event of a stock split, a stock dividend or a similar change in Schwab
stock, the number of Restricted Stock Units that remain subject to forfeiture
will be adjusted accordingly.

In the event that any provision of this Agreement is held invalid or
unenforceable, the provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.

This Agreement will be interpreted and enforced under the laws of the State
of Delaware (without regard to their choice-of-law provisions), as such laws are
applied to contracts entered into and performed in Delaware.

The text of the Plan is incorporated in this Agreement by reference. This
Agreement, the Notice of Restricted Stock Unit Award and the Plan constitute the
entire understanding between you and Schwab regarding this award. Any prior
agreements, commitments or negotiations concerning this award are superseded.
This Agreement may be amended only by another written agreement, signed by both
parties and approved by the Compensation Committee. If there is any
inconsistency or conflict between any provision of this Agreement and the Plan,
the terms of the Plan will control.