Charles Schwab Corporation in Consent Solicitation

December 28, 2010

Cleary Gottlieb was counsel to Citigroup Global Markets Inc., as solicitation agent, in a successful consent solicitation by Charles Schwab Corporation from holders of its outstanding 6.375% Senior Notes due 2017.

The purpose of the consent solicitation was to terminate the Replacement Capital Covenant that was granted to holders of the aforementioned notes in order to provide Charles Schwab with increased flexibility to manage its capital structure. The consent solicitation was launched on December 17 and expired on December 28.

The Charles Schwab Corporation 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.