Performance-based Stock Incentive Plan – 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 and certification of the
Performance Goal by Schwab153s Compensation Committee, this award vests on the
following Vesting Dates, subject to the restrictions below:

Number of Restricted Stock Units on Vesting Date:

Payment for

Units

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, this award
becomes vested as described in the Notice of Restricted Stock Unit Award, of
which this Restricted Stock Unit Agreement is a part. Unvested units will be
considered “Restricted Stock Units.” If your service terminates
for any reason, then your Restricted Stock Units will automatically and
permanently be forfeited to the extent that they have not vested before the
termination date and will not vest as a result of the termination, unless
otherwise noted below. 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
company 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“).

Accelerated

Vesting

This award, to the extent not already forfeited, will become
fully vested if your service terminates on account of your death or disability.
If, prior to the date your service terminates, Schwab is subject to a
“change in control” (as defined in the Plan document), this
award, to the extent not already forfeited, will become fully vested as of the
date that the change in control occurs.

Continued

Vesting

If your service terminates on account of your retirement and
your retirement occurs at least two years after the Grant Date indicated in the
Notice of Restricted Stock Unit Award, you will be treated as in service in good
standing for purposes of determining further vesting of the award.

If you are entitled to severance benefits under The Charles
Schwab Severance Pay Plan (or any successor plan), then you may be treated as in
service in good standing during your Severance Period for purposes of
determining further vesting of the award under the terms of that plan.

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.

For all purposes of this Agreement,
“disability” means that you have a disability such that you have
been determined to be eligible for benefits under Schwab153s long-term disability
plan.

If you are an employee of Schwab and its subsidiaries,
“retirement” means termination of service for any reason other
than death at any time after you attain age 55, but only if, at the time of your
termination, you have been credited with at least 10 years of service.

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).

Payment of

Shares

Restricted Stock Units that vest will be paid in shares of
Common Stock of The Charles Schwab Corporation (“Shares“) as soon as
administratively possible following vesting, but in no event beyond March
15^th of the year following the year of vesting.

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 of your death prior to the date your service
terminates, your 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. The Compensation Committee, in its sole discretion,
will determine the form and time of the distribution of Shares to your estate.
In no

event will the payment be made beyond March 15^th
of the year following the year of
death.

Restrictions on

Resale

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.

Withholding

Taxes

The Restricted Stock Units will not be paid in Shares unless
you have made acceptable arrangements to pay any applicable withholding of
income and employment taxes that may be due as a result of this award. With
Schwab153s consent, these arrangements may include without limitation withholding
Shares that otherwise would be issued to you when this award vests. 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. 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 the withholding taxes at the time they are due.

No

Stockholder

Rights

Your Restricted Stock Units carry no voting or other
stockholder rights. You have no rights as a Schwab stockholder until your 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, each Restricted
Stock Unit will accrue a dividend equivalent equal to the cash dividend paid per
Share, subject to the same vesting and forfeiture provisions as the associated
Restricted Stock Units, to be paid in cash without interest at the time the
associated Restricted Stock Units vest and Shares are released. In no event will
the accumulated dividend equivalent be paid beyond March 15^th of the
year following the year in which the associated Restricted Stock Units vest.

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 section 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. You may then elect, in your discretion, which and how much of
the Payments will be eliminated or reduced (as long as after such election, the
aggregate present value of the Payments equals the Reduced Amount). You will
advise Schwab in writing of your election within 10 days of receipt of the
notice.

If you do not make such an election within the 10-day period,
then Schwab may elect which and how much of the Payments will be eliminated or
reduced (as long as after such election the aggregate

present value of the Payments equals the Reduced Amount).
Schwab will notify you promptly of its election. 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 promptly as practicable following these determination and
elections, Schwab will pay or transfer to or for your benefit such amounts as
are then due to you under the Plan, and will promptly pay or transfer to or for
your benefit in the future such amounts as become due to you under the Plan.

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.

Notwithstanding the foregoing, in no event will a payment be
made under this Section beyond March 15^th of the year following the
year in which the amount ceases to be subject to a substantial risk of
forfeiture.

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.

Plan

Administration

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 shall 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.