Company Name: Charles Schwab Corp.
Public Availability Date: March 2, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 6, 2006

BY HAND DELIVERY

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Omission of Stockholder Proposal Submitted by the International Brotherhood of Teamsters General Fund from the 2006 Proxy Statement of The Charles Schwab Corporation

Ladies and Gentlemen:

The Charles Schwab Corporation, a Delaware corporation listed on The Nasdaq National Market (the "Company"), respectfully requests confirmation that the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") will not recommend enforcement action to the Commission, if, in reliance on the Company's interpretation of Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") set forth below, the Company excludes the proposal (the "Proposal") submitted by the International Brotherhood of Teamsters General Fund (the "Proponent") from the Company's proxy statement and form of proxy (together, the "Proxy Materials").

In accordance with Rule 14a-8(j) under the Exchange Act, we are furnishing six copies of (1) this letter, which outlines the Company's reasons for excluding the Proposal from the Proxy Materials, and (2) the Proponent's letter, dated October 29, 2005, attached as Exhibit A, setting forth the Proposal. The Company anticipates that its Proxy Materials will be finalized for typesetting and printing on or about March 17, 2006 and ready for filing with the Commission on or about March 30, 2006. We respectfully request that the Staff, to the extent possible, advise the Company with respect to the Proposal consistent with this timing.

The Proposal

The Proposal deals with political contributions and specifically focuses on the Proponent's opposition to social security reform. The resolution contained in the Proposal requests that the Company prepare a semi-annual report disclosing its policies on, and accounting of, political contributions made with Company funds (specifically, political candidates, political parties, political committees and political entities operating under section 527 of the Internal Revenue Code of 1986, as amended); publish this report to stockholders by posting it on its website; and include in such report the names of the Company's personnel participating in the contribution decision. The supporting statement contained in the Proposal discusses at length the Proponent's opposition to social security reform and asserts that the Company's contributions (whether included in the sort of contributions covered by the Proposal or not) support in some way social security reform.

Grounds for Omission

The Proposal is designed to further a personal interest of the Proponent, and accordingly may be excluded pursuant to Rule 14a-8(i)(4).

Rule 14a-8(i)(4) under the Exchange Act permits a company to exclude a stockholder proposal from its proxy materials if the proposal "relates to the redress of a personal claim or grievance against the company ... or to further a personal interest, which is not shared by the other shareholders at large." The supporting statement and the Proponent's actions against the Company and its board of directors in the past year, as discussed below, demonstrate that the Proponent intends to use the Company's proxy statement and annual meeting to advance its own political agenda: its desire to stop social security reform and protect the Proponent's members' defined benefit arrangements (presumably at other companies, where its members work).

The Commission has recognized that a proposal may be excluded pursuant to Rule 14a-8(i)(4), even if it is drafted in a neutral manner and positioned as a matter of general interest to stockholders, if the underlying facts evidence that the proposal is merely a tactic to further the proponent's special interest. See Release No. 34-19135 (Oct. 14, 1982); see also Dow Jones & Co., Inc. (Jan. 24, 1994); Burlington Northern Santa Fe Corporation (Feb. 1, 2001 and Feb. 24, 2000). In the current instance, the Proposal is merely one element of a campaign undertaken by the Proponent and its erstwhile affiliate, the American Federation of Labor and Congress of Industrial Organizations ("AFL-CIO"),1 against the Company with respect to social security reform, even though it is couched in terms of a report on political contributions. The Company notes the following actions taken by the Proponent and its affiliates:

At the Company's 2005 annual meeting of stockholders, people who we believe to be representatives of the Proponent and the AFL-CIO voiced Proponent's opposition to social security reform, and the Company's participation in any social security reform efforts. In addition, representatives of the AFL-CIO protested outside the annual meeting. See Exhibit B.

In March 2005, Mr. John Sweeney, President of the AFL-CIO, sent a letter to Charles R. Schwab, the Company's Chairman and Chief Executive Officer, accusing the Company of having a conflict of interest with respect to the social security reform debate and informing Mr. Schwab that the AFL-CIO was "leading protests at Charles Schwab offices around the country." See Exhibit C.

The Company believes that it was representatives of the Proponent or the AFL-CIO who, in June and August 2005, faxed numerous letters opposing social security reform and the Company's purported participation in the debate regarding reform to members of the Company's board of directors at their respective workplaces, samples of which are included as Exhibit D. Supporting the Company's belief, the Company notes that (1) all of the letters, while purporting to come from different individuals, have the same two return facsimile numbers, (2) all of the faxes originate from the same two telephone exchanges, (3) none of the letters are manually signed, and (4) there is a striking consistency of language among all of the letters and between the letters and the supporting statement of the Proposal itself. This appears to be part of the "Schwab: Hands Off Social Security" campaign launched by the AFL-CIO in January 2005. See Exhibit E.

A review of the Proponent's periodicals reveals the link between the Proponent's opposition to social security reform and its personal grievance with the Company. Proponent's May 2005 edition of The Teamster,2 the relevant pages of which are reproduced in Exhibit F, includes an article entitled "The Assault on Pensions: The Teamsters Fight for Pension Protection." The article articulates Proponent's special grievance with respect to social security reform: (1) personal savings, social security and defined benefit plans are the three elements of retirement securities; (2) most Teamsters have defined benefit plans; (3) social security and defined benefit plans are "under attack"; (4) financial services firms that administer personal savings plans have the most to gain from undermining social security and defined benefit plans. Therefore, the Proponent's special interest, not shared by the Company's stockholders at large, is to curtail the Company's participation in any public debate regarding social security reform.

The Company has responded with temperance to the Proponent and AFL-CIO's coordinated campaign. In March 2005, the Company posted to its website a two-page set of Questions and Answers entitled "Response to Questions on the Current Social Security Debate," attached as Exhibit G to this letter. The fact sheet outlined the Company's response to the Proponent and AFL-CIO's criticism, underscored the fact that the Company had not taken sides in the social security reform debate and rejected claims that it supported a particular point of view in the debate. In response to the coordinated campaign of faxes to the Board of Directors, in June 2005 the Company set up a separate electronic mail address and facsimile number to receive correspondence on behalf of the Board on this topic and requested that the AFL-CIO use these alternative numbers for communications; the letters to Board members' individual facsimile machines continued. Despite the Company's publicly neutral position and attempt at cooperation on the social security debate, the coordinated campaign has continued, with a focus on disrupting the Company's annual meeting of stockholders.

It is inappropriate for the Proponent to use the shareholder proposal process, and the Company's annual meeting, as a platform to advance its political agenda (one on which the Company has already disclosed that it has not taken a position). The Proposal may therefore be properly excluded pursuant to Rule 14a-8(i)(4).

Portions of the Supporting Statement may be omitted because they violate Rule 14a-8(i)(3) and Rule 14a-9, as impugning the character of the Company's management and as materially false or misleading.

The Company believes that portions of Proponent's supporting statement contained in the Proposal impugn the character of Company management or are materially misleading, and it intends to omit these portions from the Proxy Materials pursuant to Rule 14a-8(i)(3) because they violate the Commission's prohibition against false and misleading statements.

The third sentence of the first paragraph of the supporting statement states that "Absent a system of accountability, we believe that corporate executives will be free to use the Company's assets for political objectives that are not shared by and may be inimical to the interests of the Company and its shareholders." Taken in the context of the entire Proposal, this statement impugns the character of Company management, implying that management is susceptible to breaches of fiduciary duty or even illegal conduct. Such statements may be properly excluded from the Company's Proxy Materials pursuant to Rule 14a-8(i)(3). See Securities and Exchange Commission, Staff Legal Bulletin No. 14B (Sept. 15, 2004) ("SLB No. 14B"); American International Group, Inc. (Feb. 19, 2004) (permitting exclusion of supporting statement that "Company officials may, in fact, be funding groups and candidates whose agendas are not in the best interest of the Company and its shareholders").

The assertions contained in the third paragraph to the Proponent's supporting statement, when read in the context of the entire supporting statement, create the impression that certain purported contributions or payments by the Company and its officers would be disclosed if the Proposal were to be adopted, when in fact this is not the case. As such, this paragraph is misleading to stockholders in making their decision to vote on the Proposal and will be excluded from the Proposal in the Proxy Materials. The Company specifically objects to each of the sentences in the third paragraph of the supporting statement contained in the Proposal.

Our Company [i.e., The Charles Schwab Corporation] has been a member of the Alliance for Worker Retirement Security, which is in our opinion the main business-backed lobby group for privatization of Social Security.

This statement is materially misleading because it mistakes membership in an organization for a political contribution. The subject matter of the Resolution is political contributions, not membership in organizations. Mere membership in this organization would not be disclosed if the Resolution were to pass and be implemented.

Our Company has also donated to the Cato Institute ..., the think tank that in our view has moved privatization from the political fringe to the mainstream ...

This statement is materially misleading because the Cato Institute is not a section 527 organization as called for by the Proposal; rather, it is organized under section 501(c)(3) of the Internal Revenue Code. If the Proposal were to be implemented, a donation to the Cato Institute would not be disclosed in the report called for in the resolution.

Chairman and CEO Charles R. Schwab has personally contributed to the Club for Growth, which pledged to spend $10 million to promote privatization ...

Again, if the Proposal were to be implemented, this information would not be disclosed in the report requested. The resolution calls for disclosure of political contributions by the Company, not political contributions by employees of the Company.

Because the examples of so-called political contributions in the Proponent's supporting statement would not be disclosed if the Proposal were implemented, the Company believes they would materially mislead stockholders as to what sort of information they could expect to receive under the Proposal. These statements violate Rule 14a-9's prohibition on false and misleading statements and, accordingly, the Company intends to omit them from its Proxy Materials in reliance on Rule 14a-8(i)(3), consistent with the Commission's guidance. See SLB No. 14B. The staff has consistently recognized that supporting statements, or portions thereof, that are unrelated or irrelevant to the subject matter of the proposal may be confusing and misleading to shareholders in violation of Rule 14a-9 and are thus excludable pursuant to Rule 14a-8(i)(3). See, e.g., Bob Evans Farms, Inc. (June 6, 2001) (finding supporting statement encouraging shareholders to harass a shareholder that had previously voted against identical proposal irrelevant to proposal requesting declassification of board of directors); Freeport-McMoRan Copper & Gold, Inc. (February 22, 1999) (finding supporting statement describing a number of "shareholder topics" to be raised with board of directors, including company's compliance with the Foreign Corrupt Practices Act, discussion of political instability in Indonesia and use of hovercraft by directors, irrelevant to proposal requesting declassification of the board of directors); Unocal Corp. (March 7, 1996) (finding supporting statement regarding Myanmar government and company operations in Myanmar unrelated to proposal calling for adoption of bylaw requiring chairman to be independent).

* * *

Conclusion

For the reasons set forth above, the Company respectfully requests that the Staff confirm that it will not recommend enforcement action if the Company omits the Proposal from its Proxy Materials in reliance on Rule 14a-8(i)(4) because the Proposal furthers the Proponent's personal interest, one not shared by the Company's security holders at large.

In the event the Staff does not concur with the Company's view that it may exclude the entire Proposal from its Proxy Materials, the Company respectfully requests that the Staff confirm that it will not recommend enforcement action if the Company omits the statements indicated above of the Proposal's supporting statement from its Proxy Materials pursuant to Rule 14a-8(i)(3).

If you have any questions, or if the Staff determines that it is unable to concur with the Company's conclusions without additional information or discussion, the Company respectfully requests the opportunity to confer with members of the Staff prior to the issuance of any response to this letter. Please do not hesitate to contact the undersigned at (415) 636-3255.

Please acknowledge receipt of this letter by stamping the enclosed copy of the first page of this letter.

Very truly yours,

/s/

R. Scott McMillen
Vice President and Associate General Counsel
Telephone: (415) 636-3255
Fax: (415) 636-5236
Email: scott.mcmillen@schwab.com

Exhibit A: International Brotherhood of Teamsters General Fund Proposal

Exhibit B: Press Release of AFL-CIO dated May 20, 2005

Exhibit C: Letter from John Sweeney to Charles Schwab dated March 31, 2005

Exhibit D: Examples of Facsimile Communications to the Company's Board of Directors

Exhibit E: AFL-CIO "Schwab: Hands Off Social Security" Campaign World Wide Web Page

Exhibit F: Article from May 2005 edition of The Teamster

Exhibit G: The Charles Schwab Corporation: Response to Questions on the Current Social Security Debate

cc: C. Thomas Keegel, General Secretary-Treasurer, International Brotherhood of Teamsters General Fund Craig Rosenberg, Proxy Vote Plus (w/attachment)

-----FOOTNOTES-----

¹ We understand that the Teamsters union separated from the AFL-CIO in July 2005. See George Raine, "2 Big Unions Break from AFL-CIO: Teamsters and SEIU Want More Emphasis on Adding Members," San Francisco Chronicle, July 26, 2005, at A-1.

² Available at: http://www.teamster.org/resources/members/TeamsterMagazine/mag_may05.pdf.

[INQUIRY LETTER]

October 29, 2005

BY FAX: 415-667-3596

BY UPS NEXT DAY

Ms. Carrie Dwyer, Corporate Secretary
Charles Schwab Corporation
120 Kearny Street
San Francisco, CA 94108

Dear Ms. Dwyer:

I hereby submit the following resolution on behalf of the Teamsters General Fund, in accordance with SEC Rule 14a-8, to be presented at the Company's 2006 Annual Meeting.

The General Fund has owned greater than $2,000 in shares continuously for at least one year and intends to continue to own at least this amount through the date of the annual meeting.

Any written communication should be sent to the above address via U.S. Postal Service, UPS, or Airborne, as the Teamsters have a policy of accepting only Union delivery. If you have any questions about this proposal, please direct them to the Teamsters Corporate Governance Advisor, Jennifer O'Dell, at (202) 624-8981.

Sincerely,

/s/

C. Thomas Keegel
General Secretary-Treasurer

CTK/jo

Enclosures

[APPENDIX]

Resolved, that the shareholders of The Charles Schwab Corporation ("Charles Schwab," "Schwab" or the "Company") hereby request that the Company provide a report, updated semi-annually, disclosing the Company's:

1. Policies and procedures for political contributions (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code including the following:

a. An accounting of the Company's funds contributed to any of the organizations described above;

b. Identification of the person or persons in the Company who participated in making the decisions to contribute; and,

c. The internal guidelines or policies, if any, governing the Company's political contributions.

This report shall be presented to the Board of Directors' Audit Committee or other relevant oversight committee, and posted on the Company's website.

Supporting Statement:

As long-term shareholders of Charles Schwab, we support policies that apply transparency and accountability to corporate political giving. In our view, such disclosure is consistent with public policy in regard to public company disclosure. Absent a system of accountability, we believe that corporate executives will be free to use the Company's assets for political objectives that are not shared by and may be inimical to the interests of the Company and its shareholders. We are concerned that there is currently no single source of information that provides all of the information sought by this resolution.

Working Americans do business with our Company as brokerage clients. They invest their retirement savings through Charles Schwab and own shares in the Company itself. We believe these relationships are based on the expectation of trust in Charles Schwab. In our view, this trust is imperiled by Schwab's partisan role in the national debate on Social Security, which affects the retirement security of the Company's depositors and investors. For this reason, we believe that complete disclosure by the Company is necessary for the Board and its shareholders to be able to fully evaluate the political use of corporate assets.

Our Company has been a member of the Alliance for Worker Retirement Security, which is in our opinion the main business-backed lobby group for privatization of Social Security. Our Company has also donated to the Cato Institute (Cleveland Plain Dealer, 12/19/99), the think tank that in our view has moved privatization from the political fringe to the mainstream, and Chairman and CEO Charles R. Schwab has personally contributed to the Club for Growth, which pledged to spend $10 million to promote privatization (Houston Chronicle, 2/14/05).

We believe that Schwab's support for these groups creates a serious potential conflict of interest between the Company's own interest in profits from managing private accounts and the interest of its clients in preserving Social Security in its current form. Particularly under these circumstances, we believe that the Company should fully disclose to its shareholders all political contributions identified in this proposal.

We urge your support FOR this critical governance reform.

[INQUIRY LETTER]

February 7, 2006

Securities and Exchange Commission

Office of the Chief Counsel

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Dear Ladies and Gentlemen:

By letter dated January 6, 2006 (the "No-Action Request"), The Charles Schwab Corporation ("Charles Schwab", "Schwab" or the "Company") asked that the Office of the Chief Counsel of the Division of Corporation Finance (the "Staff") confirm that it will not recommend enforcement action if Schwab omits a shareholder proposal (the "Proposal") submitted pursuant to the Commission's Rule 14a-8 by the Teamster General Fund (the "Fund" or the "Proponent") from Schwab's proxy materials to be sent to shareholders in connection with the 2006 annual meeting of shareholders (the "2006 Annual Meeting"). Under the Exchange Act, we are furnishing six copies of this letter, responding to the allegations made by the Company in regards to the Proponents Proposal submitted to the Company on October 29, 2005.

The Proposal requests that Schwab report semiannually on the Company's policies and procedures on political contributions and expenditures and on certain specific contributions or expenditures made directly or indirectly by Charles Schwab. The Proposal recommends that the report (the "Report") be presented to the audit committee of Charles Schwab's Board of Directors or other relevant oversight committee, and that it be posted on the Company's web site.

The Company contends that it is entitled to exclude the Proposal in reliance on Rule 14a-8(i)(4), arguing that the Proposal is designed to redress a personal claim or grievance against the Company and further believes that it may omit portions of the supporting statement of the Proposal because it violates Rule 14a-8(i)(3) and Rule 14a-9 as it impugns the character of the Company's management and is materially false and misleading.

As a starting point, the burden is on Charles Schwab to establish that it has a reasonable basis for excluding the Proposal from its 2006 Proxy Materials.1 As demonstrated by the arguments herein, the grounds upon which the Company bases its arguments for exclusion misstate the Securities and Exchange Commission (SEC) precedent and applicable law. Therefore, the Fund's Shareholder Proposal should be included in the Company's 2006 Proxy Materials.

ARGUMENT

I. The Proposal Must be Included in the Company's 2006 Proxy Statement Because the Proposal is Not Designed to Redress a Personal Grievance

The Company states that the Proponent's Shareholder Proposal is a "tactic to further the proponent's special interests." The Company goes on to say that, "In the current instance, the Proposal is merely one element of a campaign undertaken by the Proponent and it's erstwhile affiliate, the AFL-CIO." The Company then lists a series of incidences where the AFL-CIO has engaged the Company regarding the Company's position on social security reform.

The International Brotherhood of Teamsters (IBT) is a wholly autonomous organization from the AFL-CIO. In fact, at the time this proposal was filed, the IBT was no longer a member organization of the AFL-CIO, a fact that the Company readily acknowledges in its request for no-action relief. Any actions that the AFL-CIO may have taken in coordination with their campaign to preserve America's retirement security was not done in the name of the IBT General Fund.

The Company also states the Proposal is intended to advance the Proponent's, "own political agenda: it's desire to stop social security reform and protect the Proponent's members' defined benefit arrangements." The Proposal is virtually identical to several other proposals that the Proponent has filed at a number of companies this year including Pfizer, Citigroup, IBM, and Wal-Mart requesting that companies provide a transparent financial statement to shareholders that includes an accurate accounting of all-corporate political spending.

Further, according to staff bulletins, the SEC staff determines the acceptable level of personal interest by considering whether the issues raised by the proposal affect a broad group of shareholders. The SEC has made clear that the exclusion does not operate to allow omission of proposals regarding issues to which the "proponent was personally committed or intellectually interested." 2

For example, in Consolidated Freightways, the SEC staff denied no-action relief on a proposal requesting that the board take the necessary steps to remove the requirement that 80% of the outstanding shares vote in favor of any change in the structure of the board.3 The company contended that the proponents, three union members, were actively pursuing a corporate campaign designed to harass and pressure the company in connection with union organization efforts at the company's nonunion operating subsidiaries. The proponents countered that there was no possible connection between the elimination of a supermajority requirement and the advancement of the Union's interests in organizing or collective bargaining. The proponents emphasized that, by insisting that the employee-shareholders did not truly care about corporate governance issues, the company was refusing to acknowledge that the proponents had a stake in the financial future of the company equal to that of other shareholders.4

In addition, in Sturm, Ruger & Company, Inc., the proponent successfully defended against a no-action challenge to a proposal requesting that the board prepare a report on the company's policies and procedures aimed at stemming the incidence of gun violence in the United States.5 The company argued that the proponent, despite drafting the proposal so that it appeared to relate to matters that may be of general interest to all shareholders, sought curtailment of the sale of legally manufactured firearms, which was an interest not shared by other shareholders. The proponents responded that the fact that they were intellectually committed to some type of gun control was irrelevant.6

In sum, the Proponent's Proposal requests that the Company disclose political contributions that are made by the Company that may be contradictory to the best interests of Company shareholders. This interest is one that is generally shared by all shareholders. That is a transparent accounting of the Company's spending and an accurate representation of the Company's balance sheet.

II. The Proposal Must be Included in the Company's 2006 Proxy Statement Because it Does not Impugn the Character of Company Management Nor is it False and Misleading.

The Company points to several sentences in the Proposal's supporting statement that it believes directly impugns the character of Company management and argues that they are materially false and misleading and are therefore excludable under Rule 14a-8(i)(3) and Rule 14a-9

A. The Company claims specifically that the third sentence of the first paragraph of the Supporting Statement, when taken in context with the entire Proposal impugns the character of Company Management, "implying that management is susceptible to breaches of fiduciary duty or even illegal conduct."

The sentence in question is cast as the Proponent's opinion and also in a way that does not personally attack any member of the Company's management team. When taken in context with the entire Supporting Statement of the Proposal it is clear that the Proponent is merely trying to explain that a lack of transparency for political spending can result in spending that is not in the best interests of Company shareholders and other stakeholders. Therefore, the Proponent stands by the sentence as written.

B. The Company claims that the entire third paragraph of the Supporting Statement should be excluded because both sentences are "materially false and misleading." The Company objects to the first sentence of the Proposal because it claims that, "it mistakes membership in an organization for a political contribution." The sole purpose of the "Alliance for Worker Retirement Security," the political organization which is referenced in the fist sentence of the third paragraph, is to permit workers to invest their retirement taxes on individually directed personal retirement accounts.7 According to the organization's own literature, "The mission of the Alliance for Worker Retirement Security is simple: develop and promote Social Security reform legislation." 8 The Proponent, therefore, stands by the sentence as written.

The Company objects to the second sentence of the third paragraph of the Supporting Statement because it states that a contribution to the "Cato Institute" would not be required to be disclosed under the report that is called for in the Proposal. In addition, the Company objects to the reference to the personal contribution made by the Chairman and CEO of the Company to "The Club for Growth." The Proponent has supplied the Company with citations for both statements, which discloses membership or contributions to political organizations that may be inimical to shareholder interests. In addition, the disclosure of membership in such an organization, which has a political agenda, would comply with the spirit of the request made under the Proposal. That is, the extent of contributions to 501(c) non-profit groups that engage in political activity, either directly or through trade associations, is critical to a full understanding of the Company's political activity.

Therefore, the Proponent stands by the Proposal as written.

CONCLUSION

The Company's arguments for exclusion of the Proponent's shareholder proposal from the 2006 Proxy Materials clearly do not meet the standard for no-action by the Commission.

The SEC's primary mission "is to protect investors and maintain the integrity of the securities markets." The Proponent urges the SEC to protect Charles Schwab shareholders who support adopting a policy that would disclose the Company's political contributions and by extension, protect all shareholders who take an interest in corporate transparency by denying the Company's request for no-action.

Based on the foregoing analysis the Proponent respectfully requests that the Division take action to enforce inclusion of its proposal in Charles Schwab's 2006 Proxy Materials. Should the Commission have any questions or need additional information, please direct them to Carin Zelenko, IBT Director of Capital Strategies, at (202) 624-8100.

Sincerely,

/s/

C. Thomas Keegel
General Secretary-Treasurer

CTK/jo

cc: R. Scott McMillen, Vice President and Associate General Counsel, Charles Schwab

-----FOOTNOTES-----

¹ See SEC Staff Legal Bulletin No. 14 (July 13, 2001).

² Exchange Act Release No. 20,091, 1983 SEC LEXIS 1011 (Oct. 14, 1983).

³ Consolidated Freightways. 1996 SEC No-Act. Lexis 158 (Feb. 1, 1996).

⁴ Id.

⁵ Sturm, Ruger & Company. 2001 SEC No-Act. Lexis 342 (March 5, 2001).

⁶ Id.

⁷ See http://www.retiresecure.org/principles.php

⁸ Id.

[STAFF REPLY LETTER]

March 2, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Charles Schwab Corporation Incoming letter dated January 6, 2006

The proposal requests that the company prepare a report disclosing its policies and procedures for political contributions, as well as monetary and non-monetary political contributions.

We are unable to concur in your view that Charles Schwab may exclude the proposal or portions of the supporting statement under rule 14a-8(i)(3). Accordingly, we do not believe that Charles Schwab may omit the proposal or portions of the supporting statement from its proxy materials in reliance on rule 14a-8(i)(3).

We are unable to concur in your view that Charles Schwab may exclude the proposal under rule 14a-8(i)(4). Accordingly, we do not believe that Charles Schwab may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(4).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel