Organization: Charles Schwab Corp.

Year: 2015

Whereas: Whereas: Corporate lobbying exposes The Charles Schwab Corporation (the 'Company') to risks that could adversely affect the Company's stated goals, objectives, and ultimately shareholder value, and Whereas: We rely on the information provided by our Company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of our Company's lobbying to assess whether our Company's lobbying is consistent with its expressed goals and in the best interests of shareholders and long-term value. Resolved, the shareholders of the Company request the Board authorize the preparation of a report, updated annually, disclosing: 1. Company policies and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by the Company used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. The Company's membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. A description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above. For purposes of this proposal, a 'grassroots lobbying communication' is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. 'Indirect lobbying' is lobbying engaged in by a trade association or other organization of which the Company is a member. Both 'direct and indirect lobbying' and 'grassroots lobbying communications' include efforts at the local, state and federal levels. Neither 'lobbying' nor 'grassroots lobbying communications' include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum. The report shall be presented to the Audit Committee of the Board or other relevant oversight committees of the Board and posted on the company's website.

Resolved: Resolved: the shareholders of the Company request the Board authorize the preparation of a report, updated annually, disclosing: 1. Company policies and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by the Company used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. The Company's membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. A description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above. For purposes of this proposal, a 'grassroots lobbying communication' is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. 'Indirect lobbying' is lobbying engaged in by a trade association or other organization of which the Company is a member. Both 'direct and indirect lobbying' and 'grassroots lobbying communications' include efforts at the local, state and federal levels. Neither 'lobbying' nor 'grassroots lobbying communications' include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum. The report shall be presented to the Audit Committee of the Board or other relevant oversight committees of the Board and posted on the company's website. Stockholde.

Supporting Statement:Supporting Statement: As shareholders, we encourage transparency and accountability in our Company's use of corporate funds to influence legislation and regulation. We believe such disclosure is in shareholders' best interests. For example, our Company is a member of the U.S. Chamber of Commerce, which is characterized as 'by far the most muscular business lobby group in Washington' ('Chamber of Secrets,' Economist, April 21, 2012), having spent more than $1 billion on lobbying since 1998. Our Company does not disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying. Transparent reporting would reveal whether Company assets are being used for objectives contrary to our Company's long-term interests. The Company spent approximately $3.4 million in 2013 on federal lobbying activities, according to the Center for Responsive Politics. https://www.opensecrets.org/lobby/clientsum.php?id=D000000414&year=2013. These figures do not include lobbying expenditures to influence legislation in states, where disclosure requirements are uneven or absent.