Schwab Announces Consent Solicitation for the Holders of Its 6.375% Senior Notes Due 2017

Friday, December 17, 2010 5:45 am PST

Dateline:

SAN FRANCISCO

Public Company Information:

NYSE:
SCHW

SAN FRANCISCO--(BUSINESS WIRE)--The Charles Schwab Corporation ("Schwab" or the "Company") today announced that it has commenced a solicitation of consents (the “Consent Solicitation”) from holders of record at 5:00 p.m. New York City time, on December 16, 2010 of its 6.375% Senior Notes due 2017 (the “Notes”) to terminate the Replacement Capital Covenant (the “RCC”) that was granted by Schwab in October 2007 to the holders of the Notes in connection with the Company’s issuance of its Fixed to Floating Rate Junior Subordinated Notes due 2067 to Schwab Capital Trust I, a Delaware statutory trust (the "Trust") and the corresponding Fixed to Floating Rate Trust Preferred Securities issued by the Trust. The proposed termination of the RCC requires the consent of the holders of a majority in principal amount of the Notes. The complete terms and conditions of the Consent Solicitation are as set forth in the Company’s Consent Solicitation Statement dated December 17, 2010 (the “Statement”) and the related Consent Letter, to be distributed to holders of the Notes for their consideration. Holders are urged to read the Statement and Consent Letter carefully.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on Tuesday, December 28, 2010, unless extended or earlier terminated by the Company (the “Expiration Time”). If the Company receives the consent of holders of a majority in principal amount of the Notes, holders who validly deliver and do not validly revoke their consent in the manner described in the Statement by the Expiration Time will be eligible to receive a consent fee of $5.00 for each $1,000 principal amount of Notes. Consents that have been validly delivered may be validly revoked until, but not after, the Expiration Time. If the proposed termination of the RCC is approved, the termination will be binding on all holders of the Notes, including those that did not deliver their consent, however only holders validly delivering their consent will receive the consent fee.

Copies of the Consent Solicitation Statement and the Consent Letter may be obtained by holders of the Notes from the Information and Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (866) 795-2200.

Citi is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Citi, at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).

None of the Company, its subsidiaries or affiliates, the Information and Tabulation Agent or the Solicitation Agent makes any recommendation as to whether holders of the Notes should consent to the proposed termination of the RCC pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Each holder of the Notes must make its own decision as to whether to give its consent.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE CONSENT SOLICITATION STATEMENT AND THE CONSENT LETTER THAT THE INFORMATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE NOTES. HOLDERS OF THE NOTES SHOULD CAREFULLY READ THE CONSENT SOLICITATION STATEMENT AND CONSENT LETTER PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.

About Charles Schwab

The Charles Schwab Corporation (NYSE: SCHW) is a leading provider of financial services, with more than 300 offices and 8.0 million client brokerage accounts, 1.5 million corporate retirement plan participants, 681,000 banking accounts, and $1.5 trillion in client assets. Through its operating subsidiaries, the company provides a full range of securities brokerage, banking, money management and financial advisory services to individual investors and independent investment advisors. Its broker-dealer subsidiary, Charles Schwab & Co., Inc. (member SIPC, www.sipc.org), and affiliates offer a complete range of investment services and products including an extensive selection of mutual funds; financial planning and investment advice; retirement plan and equity compensation plan services; referrals to independent fee-based investment advisors; and custodial, operational and trading support for independent, fee-based investment advisors through Schwab Advisor Services. Its banking subsidiary, Charles Schwab Bank (member FDIC and an Equal Housing Lender), provides banking and mortgage services and products. More information is available at www.schwab.com and www.aboutschwab.com.

Contact:

Charles Schwab
MEDIA:
Greg Gable, 415-667-0473
INVESTORS/ANALYSTS:
Rich Fowler, 415-667-1841

Corporate Public Relations
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888-767-5432

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