Free Writing Prospectus

Filed Pursuant to Rule 433

Dated August 5, 2010

Registration Statement: No. 333-156152

The Charles Schwab Corporation






  The Charles Schwab Corporation, a Delaware Corporation (“CSC”)

Ratings *:

  A2/A/A (Moody’s / S&P / Fitch)

Title of Securities:

  4.45% Senior Notes due 2020

Aggregate Principal Amount:


Trade Date:

  August 5, 2010

Settlement Date:

  August 10, 2010 (T+3)

Maturity Date:

  July 22, 2020


  4.45% per annum

Interest Payment Dates:

  January 22 and July 22, commencing on January 22, 2011

Benchmark US Treasury:

  3.50% UST due 05/2020

Benchmark US Treasury Price/Yield:

  $105-02 / 2.901%

Re-offer Spread to Benchmark Treasury:

  T+130 basis points

Re-offer Yield:


Make-whole Call:

  Treasury Rate plus 25 basis points

Price to Public:

  102.006%, plus a total of $222,500 of accrued interest from July 22, 2010 to the date of issuance of the notes offered hereby, which is expected to be August 10, 2010

Gross Proceeds to CSC, including Accrued Interest:


Underwriting Commission per note paid by CSC:


Aggregate Underwriting Commission paid by CSC:

Total Proceeds and Accrued Interest to CSC (after underwriting discounts or commissions):   $101,578,500



Book-Running Manager:

  J.P. Morgan Securities Inc. (50%)

Joint Lead Managers:

  Citigroup Global Markets Inc. (15%)
  UBS Securities LLC (15%)


  Credit Suisse Securities (USA) LLC (10%)
  Wells Fargo Securities, LLC (10%)

*A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating agency.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more


complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. collect at 212-834-4533.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.