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Filed by The Charles Schwab Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
File No. 333-30886
May 8, 2000
Dear Shareholder:
On May 2, 2000, we sent you a copy of the proxy
statement/prospectus relating to a special meeting of
the shareholders of U.S. Trust Corporation to be held
on May 31, 2000. The purpose of that meeting is to
consider and vote upon a proposal to adopt the merger
between The Charles Schwab Corporation and U.S. Trust.
On May 3, 2000, Schwab declared a three-for-two
stock split. The stock split will be effected in the
form of a 50% stock dividend payable on May 30, 2000 to
stockholders of record on May 12, 2000. The merger
agreement provides that you will be entitled to the
benefit of adjustments to Schwab's capitalization and,
as a result of the stock split, you will be entitled to
receive 5.1405 shares of Schwab common stock for each
common share of U.S. Trust that you own. The 5.1405
exchange ratio replaces the exchange ratio of 3.427
contained in the proxy statement/prospectus and on the
proxy card we previously sent you.
For your convenience we have enclosed a new proxy
card. If you have not already voted, we urge you to
vote via telephone as instructed on the enclosed proxy
card or return a completed proxy card in the envelope
provided. IF YOU HAVE ALREADY VOTED USING THE INITIAL
PROXY CARD THAT YOU RECEIVED, YOU NEED NOT VOTE A
SECOND TIME. THE CHANGE IN THE EXCHANGE RATIO DOES NOT
INVALIDATE YOUR INITIAL VOTE. REGARDLESS OF HOW AND
WHEN YOU VOTE, IF THE MERGER IS APPROVED AT THE SPECIAL
MEETING, YOU WILL BE ENTITLED TO THE ADJUSTED EXCHANGE
RATIO.
Thank you.
[/s/ H. Marshall Schwarz]
YOUR VOTE IS IMPORTANT. IF YOU HAVE NOT ALREADY
VOTED, PLEASE USE THE TOLL-FREE TELEPHONE NUMBER
INCLUDED ON THE ENCLOSED PROXY CARD OR COMPLETE, SIGN,
DATE AND RETURN THE PROXY CARD.
We urge shareholders to read the proxy
statement/prospectus as well as the other
documents which U.S. Trust and Schwab have filed
or will file with the SEC because they contain
important information for making an informed
decision. You may obtain free copies of documents
filed with the SEC at the SEC's website,
www.sec.gov, or by requesting them orally or in
writing at the following addresses or telephone
numbers:
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The Charles Schwab Corporation U.S. Trust Corporation
Investor Relations Public Relations
101 Montgomery Street 114 West 47th Street
San Francisco, California 94104 New York, New York 10036
(415) 636-2787 (212) 852-1000
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