SCHWAB CHARLES CORP
EXHIBIT 10.220
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<TYPE>EX-10.220
<SEQUENCE>4
<FILENAME>exh10_220.txt
<DESCRIPTION>EXHIBIT 10.220
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                                                                  Exhibit 10.220










                         The Charles Schwab Corporation

                  Annual Executive Individual Performance Plan

                (Amended and Restated, effective January 1, 2001)





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I.   Purposes

     The  purposes  of  this  Annual Executive Individual  Performance Plan (the
     "Plan")  are:  (a)  to  provide   greater  incentive for key  executives to
     continually  exert  their  best  efforts  on behalf of The  Charles  Schwab
     Corporation  (the  "Company") by rewarding them for services  rendered with
     incentive  compensation that is in addition to their regular salaries;  (b)
     to  attract  and  to  retain  in  the  employ  of the  Company  persons  of
     outstanding  competence;  and (c) to further  align the  interests  of such
     employees  with  those  of the  Company's  stockholders  through  a  strong
     performance-based reward system.

II.  Form of Awards

     Incentive compensation awards under  this Plan  shall be generally  granted
     in cash, less any applicable withholding taxes; provided that the Committee
     may determine,  from time to time, that all or a portion of any  award  may
     be  paid  in the  form  of an  equity  based  incentive, including  without
     limitation stock options,  restricted shares, or outright grants of Company
     stock.  The number of shares and stock options granted in  any  year,  when
     added  to  the  number  of  shares  and stock options granted for such year
     pursuant  to  the  Company's  Corporate  Executive  Bonus Plan, shall in no
     event exceed .5% of the outstanding shares of the Company.

III. Determination of Awards

     1.    Incentive awards for participants shall be determined  annually.  The
           participants in the Plan  shall  be the executive  officers  who  are
           selected  by the  Compensation  Committee  of the  Board of Directors
           (the "Committee")  to  participate  in  the Charles Schwab  Corporate
           Executive Bonus Plan (the "CEB Plan"), except that the President  and
           Co-Chief  Executive  Officer  shall not  be  eligible to  participate
           in the Plan. Payouts under the CEB Plan are defined by reference to a
           target percentage of base salary  determined, from time  to  time, by
           the Committee and pursuant to a  payout  matrix,  adopted  from  time
           to  time  by  the  Committee,  that  uses  net  revenue   growth  and
           consolidated  pretax  profit  margin  as  the  financial  performance
           criteria to determine  awards.  Each  participant  shall have a bonus
           target  under the Plan equal to such Participant's bonus target under
           the  CEB  Plan,  multiplied  by  160%.   Payouts  described  in  this
           subsection shall be calculated and paid on an annual basis.

     2.    With  respect  to payments made pursuant to Section III.1, the amount
           of base salary  included  in  the  computation  of  incentive  awards
           pursuant to the CEB Plan shall not exceed 250% of the base salary  in
           effect  for  the  officer  holding  the same or substantially similar
           position  on  March 31, 2000.  In  addition,  (i) the  maximum target
           incentive percentage pursuant to the CEB  Plan  shall be 100% of base
           salary and (ii) the maximum award  pursuant  to the CEB Plan shall be
           400% of the participant's target award.

     3.    Notwithstanding anything to the contrary contained in this Plan,  the
           Committee shall have the power, in its sole discretion, to reduce the
           amount  payable  to  any  Participant (or to determine that no amount
           shall be payable to such Participant) with respect to any award prior
           to the time the amount otherwise would have become payable hereunder.
           In the event of such a reduction, the amount of such reduction  shall
           not  increase  the  amounts  payable  to other participants under the
           Plan.

IV.  Administration

     1.    Except  as  otherwise  specifically  provided,   the  Plan  shall  be
           administered  by  the  Committee.  The  Committee  members  shall  be
           appointed  pursuant  to  the  Bylaws  of the Company, and the members
           thereof shall be ineligible for awards under this Plan  for  services
           performed while serving on said Committee.

     2.    The decision of the Committee with respect to any  questions  arising
           as to  interpretation of the Plan,  including the severability of any
           and all of the provisions thereof, shall be, in its sole and absolute
           discretion, final, conclusive and binding.

V.   Eligibility for Awards

     1.    Awards  under  the  Plan  shall  be granted by the Committee to those
           employees  who  are  eligible  to  participate in the CEB Plan.  This
           is intended to include the Vice Chairmen, Executive Vice  Presidents,
           and other officers having comparable positions.

           No  award  may  be  granted  to a  member of the  Company's  Board of
           Directors  except  for  services  performed  as  an  employee  of the
           Company.

     2.    Except  in  the  event  of  retirement,  death,  or disability, to be
           eligible for an award an employee must be employed by the  Company as
           of the date awards are calculated and approved by the Committee under
           this Plan.

     3.    For  purposes  of  this  Plan,  the  term "employee" shall include an
           employee  of  a  corporation  or  other business entity in which this
           Company  shall  directly  or  indirectly  own  50%  or  more  of  the
           outstanding voting stock or other ownership interest.

VI.  Awards

     1.    The Committee shall determine each year the payments, if any,  to  be
           made  under the Plan.  Awards  for any calendar year shall be granted
           not later than the end of the first quarter of the calendar year, and
           payments pursuant to the Plan shall be made as  soon  as  practicable
           after the close of the calendar year.

     2.    Upon the granting of awards under this Plan, each  participant  shall
           be informed of his or her award by his or her direct manager and that
           such award is subject to the applicable provisions of this Plan.

VII. Deferral of Awards

     1.    A participant in this Plan who is also eligible to participate in The
           Charles Schwab Corporation Deferred Compensation Plan  may  elect  to
           defer payments pursuant to the terms of that plan.

VIII. Recommendations and Granting of Awards

      1.    Recommendations  for  awards  shall be  made to the Committee by the
            Co-Chief Executive Officers.

      2.    Any  award  shall  be  made in the sole discretion of the Committee,
            which  shall  take  final  action on any such award. No person shall
            have a right to an award under this Plan until final action has been
            taken granting such award.

IX.  Amendments and Expiration Date

     While it is the present intention of the Company to grant awards  annually,
     the Committee reserves the right to modify this Plan from time to  time  or
     to repeal the Plan entirely, or to direct the  discontinuance  of  granting
     awards  either  temporarily  or  permanently;  provided,  however,  that no
     modification of this plan  shall  operate to annul,  without the consent of
     the beneficiary, an award already granted  hereunder;  provided, also, that
     no  modification  without  approval  of the stockholders shall increase the
     maximum amount which may be awarded as hereinabove provided.

X.   Miscellaneous

     All expenses and costs in connection with the operation of this Plan  shall
     be borne by the Company and no part thereof shall be  charged  against  the
     awards anticipated by the Plan. Nothing contained herein shall be construed
     as a guarantee of continued employment of any  participant hereunder.  This
     Plan shall be construed and governed in accordance  with  the  laws  of the
     State of California.


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