Notice of Restricted Stock Unit Award – Schwab

Total Number of
Restricted Stock Units

Granted:

Fair Market Value per

Restricted Stock Unit:

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:

Number of Restricted Stock Units on Vesting Date:

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 or a
severance eligible termination (provided that vesting shall occur upon a
severance eligible termination only to the extent provided in The Charles
Schwab Severance Pay Plan (or any successor plan)).

(5)

A change in control.

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. For all purposes of this Agreement,
“service” means continuous employment as a common-law employee
of Schwab or a parent corporation or 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“).

Definition of Fair

Market Value

Fair market value means the average of the high and low price
of a Share (as defined below) as reported on the New York

Stock Exchange on the applicable determination date.

Definition of

Disability

For all purposes of this Agreement,
“disability” means that you have a disability that qualifies as
such under section 409A of the Code and due to which you have been determined to
be eligible for benefits under Schwab153s long-term disability plan.

Definition of

Retirement

If you are an employee of Schwab and its subsidiaries,
“retirement” means a separation from service for any reason
other than death at any time after you attain age 55, but only if, at the time
of your separation, you have been credited with at least 10 years of service and
have completed at least two years of service after the Grant Date indicated in
the Notice of Restricted Stock Unit Award.

The phrase “years of service” above has the
same meaning given to it under The SchwabPlan Retirement Savings and Investment
Plan (or any successor plan).

Definition of Severance

Eligible Termination

For all purposes of this Agreement, “severance
eligible termination” means a separation from service entitling you to
severance benefits under The Charles Schwab Severance Pay Plan (or any successor
plan).

Definition of Change in

Control

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.

Definition of

Separation From

Service

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 (either a retirement or a severance eligible termination) shall be
distributed within 90 days of the separation from service. Generally, for
severance eligible terminations, the distribution date shall be the “termination
date” specified in the notice under The Charles Schwab Severance Pay Plan.
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.

Restrictions on

Restricted Stock Units

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.

Delivery of Shares

After Death

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.

Shares will not be distributed unless you have made
acceptable arrangements to pay any applicable withholding taxes that may be due
as a result of the distribution. With Schwab153s consent, these arrangements may
include without limitation withholding Shares that otherwise would be
distributed to you. In its sole discretion, Schwab may withhold the minimum
number of whole Shares, valued at the fair market value on the Vesting Date,
required to satisfy such applicable withholding taxes. Any residual amount of
applicable withholding taxes, i.e., amounts of less than the fair market value
of a Share, may be deducted from your pay. Notwithstanding the foregoing, any
withholding taxes due prior to distribution of Shares (e.g., under section
3121(v)(2) of the Code) shall be automatically deducted from your pay, and you
may not make any election as to how these withholding taxes are paid. If
withholding taxes are due and you have terminated employment, applicable
withholding taxes will be deducted from your Schwab brokerage account. You are
responsible for having sufficient funds in your Schwab brokerage account to
cover these withholding taxes at the time they are due.

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.

Contribution of Par

Value

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

Dividend Equivalent

Rights

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.

No Right to Remain

Employee

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.

Limitation on

Payments

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 Plan and Other

Agreements

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.