SCHWAB CHARLES CORP
EXHIBIT 10.213
<DOCUMENT>
<TYPE>EX-10.213
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.213
<TEXT>



                         THE CHARLES SCHWAB CORPORATION
                            1992 STOCK INCENTIVE PLAN
             (Restated to include Amendments through April 19, 2000)


Article 1.  Introduction.

         The Plan was adopted by the Board of Directors  on March 26, 1992.  The
purpose of the Plan is to promote the  long-term  success of the Company and the
creation  of  incremental  stockholder  value  by (a)  encouraging  Non-Employee
Directors and Key Employees to focus on long-range  objectives,  (b) encouraging
the  attraction and retention of  Non-Employee  Directors and Key Employees with
exceptional  qualifications  and  (c)  linking  Non-Employee  Directors  and Key
Employees  directly to  stockholder  interests.  The Plan seeks to achieve  this
purpose by providing  for Awards in the form of Restricted  Shares,  Performance
Share  Awards or  Options,  which may  constitute  incentive  stock  options  or
nonstatutory  stock  options.  The Plan shall be governed  by, and  construed in
accordance with, the laws of the State of Delaware.

Article 2.  Administration.

         2.1 The Committee. The Plan shall be administered by the Committee. The
Committee  shall  consist of two or more  Non-Employee  Directors,  who shall be
appointed by the Board.

         2.2  Committee  Responsibilities.  The  Committee  shall select the Key
Employees  who are to  receive  Awards  under the Plan,  determine  the  amount,
vesting  requirements  and other  conditions  of such Awards,  may interpret the
Plan,  and make all other  decisions  relating to the operation of the Plan. The
Committee  may  adopt  such  rules  or  guidelines  as it deems  appropriate  to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

Article 3.  Limitations on Awards.

         The aggregate number of Restricted Shares, Performance Share Awards and
Options  awarded  under the Plan shall not exceed  29,150,000  (including  those
shares awarded prior to the amendment of the Plan).  If any  Restricted  Shares,
Performance  Share Awards or Options are forfeited,  or if any Performance Share
Awards terminate for any other reason without the associated Common Shares being
issued, or if any Options terminate for any other reason before being exercised,
then such  Restricted  Shares,  Performance  Share Awards or Options shall again
become available for Awards under the Plan.

         Subject to the overall limit on the  aggregate  shares set forth above,
the following  limitations  shall apply: (a) The maximum number of Common Shares
which may be  granted  subject  to an Option to any one  Participant  in any one
fiscal year shall be 2,250,000;  and (b) The maximum number of Restricted Shares
or Performance  Share Awards which may be granted to any one  Participant in any
one fiscal year shall be 900,000.  The  limitations  set forth in the  preceding
sentence shall be subject to adjustment pursuant to Article 10; and

         The  limitations  of this Article 3 shall each be subject to adjustment
pursuant to Article  10. Any Common  Shares  issued  pursuant to the Plan may be
authorized but unissued shares or treasury shares.

Article 4. Eligibility.

         4.1      General Rule. Key Employees and  Non-Employee  Directors shall
be eligible for  designation as  Participants  by the Committee.

         4.2  Non-Employee  Directors.  In  addition  to any awards  pursuant to
Section 4.1,  Non-Employee  Directors shall be entitled to receive the automatic
NSOs described in this Section 4.2.

           (a) Each  Non-Employee  Director  shall receive a  Non-Officer  Stock
           Option  covering 3,500 Common Shares for each Award Year with respect
           to which he or she  serves as a  Non-Employee  Director  on the grant
           date described in subsection (b) below; provided that the Non-Officer
           Stock  Option  shall  cover  2,500  shares  if  the  Exercise   Price
           determined as of the grant date, is $35 or more;

           (b) The NSO for a  particular  Award  Year  shall be  granted to each
           Non-Employee  Director as of May 15 of each Award Year, and if May 15
           is not a business  day, then the grant shall be made on and as of the
           next succeeding business day;

           (c) Each NSO shall be  exercisable  in full at all times  during  its
           term;

           (d) The term of each NSO shall be 10 years;  provided,  however, that
           any  unexercised NSO shall expire on the earlier of the date 10 years
           after the date of grant or three (3) months  following  the date that
           the Optionee  ceases to be a Non-Employee  Director or a Key Employee
           for any reason other than death or disability.  If an Optionee ceases
           to be a Non-Employee  Director or Key Employee on account of death or
           disability,  any  unexercised  NSO shall expire on the earlier of the
           date 10 years  after the date of grant or one year  after the date of
           death or disability of such Director; and

           (e) The  Exercise  Price  under  each NSO  shall be equal to the Fair
           Market  Value on the date of grant and shall be payable in any of the
           forms described in Article 6.

         4.3  Ten-Percent  Stockholders.  A Key  Employee  who owns more than 10
percent of the total combined  voting power of all classes of outstanding  stock
of the Company or any of its Subsidiaries shall not be eligible for the grant of
an ISO unless (a) the  Exercise  price under such ISO is at least 110 percent of
the Fair Market Value of a Common Share on the date of grant and (b) such ISO by
its terms is not exercisable after the expiration of five years from the date of
grant.

         4.4  Attribution  Rules.  For purposes of Section  4.3, in  determining
stock ownership, a Key Employee shall be deemed to own the stock owned, directly
or  indirectly,  by or for his or her brothers,  sisters,  spouse,  ancestors or
lineal  descendants.   Stock  owned,  directly  or  indirectly,   by  or  for  a
corporation,   partnership,  estate  or  trust  shall  be  deemed  to  be  owned
proportionately  by or for its stockholders,  partners or  beneficiaries.  Stock
with respect to which the Key Employee holds an option shall not be counted.

         4.5 Outstanding Stock. For purposes of Section 4.3, "outstanding stock"
shall include all stock actually  issued and outstanding  immediately  after the
grant of the ISO to the Key  Employee.  "Outstanding  stock"  shall not  include
treasury shares or shares authorized for issuance under outstanding options held
by the Key Employee or by any other person.

         4.6 Options Issued To Non-Employee  Directors In Lieu of Fee Deferrals.
In addition  to any awards  pursuant  to  Sections  4.1 and 4.2, a  Non-Employee
Director  who elects to defer the receipt of amounts  pursuant to Section 5.1 of
The  Charles  Schwab  Corporation  Directors'  Deferred  Compensation  Plan (the
"Directors  Deferred  Compensation Plan") and elects to receive stock options in
lieu of a Deferral  Account balance  pursuant to Section 5.4(2) of the Directors
Deferred  Compensation  Plan,  shall  be  entitled  to  receive  a grant of NSOs
hereunder on the date the amounts  would have been  payable to the  Non-Employee
Director if the Non-Employee  Director had not made such deferral election.  Any
NSOs issued  pursuant to this Section shall be issued  pursuant to the terms set
forth in subsections (c), (d) and (e) of Section 4.2 hereof.

         4.7 Performance Shares Issued To Non-Employee Directors Pursuant to Fee
Deferrals.  In  addition  to any  awards  pursuant  to  Sections  4.1 and 4.2, a
Non-Employee  Director  who elects to defer the  receipt of amounts  pursuant to
Section 5.1 of The Directors'  Deferred  Compensation Plan and elects to receive
payment  in  Shares  pursuant  to  Section  5.4(1)  of  the  Directors  Deferred
Compensation  Plan,  shall be entitled to receive a grant of Performance  Shares
hereunder on the date the amounts  would have been  payable to the  Non-Employee
Director if the Non-Employee Director had not made such deferral election.

Article 5. Options.

         5.1 Stock  Option  Agreement.  Each  grant of an Option  under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the Plan,  and may be subject to any other  terms and  conditions  which are not
inconsistent  with  the Plan and  which  the  Committee  deems  appropriate  for
inclusion in a Stock  Option  Agreement.  The  provisions  of the various  Stock
Option  Agreements  entered  into  under  the Plan  need not be  identical.  The
Committee  may designate all or any part of an Option as an ISO (or, in the case
of a Key Employee who is subject to the tax laws of a foreign  jurisdiction,  as
an option  qualifying for favorable tax treatment under the laws of such foreign
jurisdiction), except for Options granted to Non-Employee Directors.

         5.2 Options Nontransferability.  No Option granted under the Plan shall
be  transferable  by the Optionee  other than by will or the laws of descent and
distribution.  An Option may be  exercised  during the  lifetime of the Optionee
only by him or her. No Option or interest therein may be transferred,  assigned,
pledged or hypothecated  by the Optionee during his or her lifetime,  whether by
operation of law or otherwise,  or be made subject to  execution,  attachment or
similar process.

         5.3 Number of Shares.  Each Stock Option  Agreement  shall  specify the
number of  Common  Shares  subject  to the  Option  and  shall  provide  for the
adjustment  of such number in  accordance  with  Article  10. Each Stock  Option
Agreement shall also specify whether the Option is an ISO or an NSO.

         5.4 Exercise  Price.  Each Stock  Option  Agreement  shall  specify the
Exercise  Price.  The Exercise  Price under an Option shall not be less than 100
percent of the Fair Market Value of a Common Share on the date of grant,  except
as otherwise  provided in Section 4.3.  Subject to the preceding  sentence,  the
Exercise  Price  under any Option  shall be  determined  by the  Committee.  The
Exercise Price shall be payable in accordance with Article 6.

         5.5  Exercisability and Term. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option. The term of an
ISO shall in no event  exceed 10 years from the date of grant,  and  Section 4.3
may require a shorter  term.  Subject to the preceding  sentence,  the Committee
shall  determine when all or any part of an Option is to become  exercisable and
when such Option is to expire;  provided that, in appropriate cases, the Company
shall have the  discretion  to extend  the term of an Option or the time  within
which,  following termination of employment,  an Option may be exercised,  or to
accelerate the exercisability of an Option. A Stock Option Agreement may provide
for expiration  prior to the end of its term in the event of the  termination of
the  Optionee's  employment and shall provide for the suspension of vesting when
an  employee  is on a leave of  absence  for a period in excess of six months in
appropriate  cases, as determined by the Company;  provided that,  except to the
extent  otherwise  specified  by the  Committee  at the time of  grant,  (i) the
exercisability of Options shall be accelerated in the event of the Participant's
death or Disability and (ii) in the case of Retirement,  the  exercisability  of
all outstanding  Options shall be  accelerated,  other than any Options that had
been granted within two years of the date of the Optionee's  Retirement.  Except
as  provided  in  Section  4.2,  NSOs may also be awarded  in  combination  with
Restricted  Shares,  and such an Award  may  provide  that the NSOs  will not be
exercisable  unless the related  Restricted  Shares are forfeited.  In addition,
NSOs  granted  under  this  Section  5 may  be  granted  subject  to  forfeiture
provisions  which  provide for  forfeiture  of the Option  upon the  exercise of
tandem  awards,  the terms of which are  established  in other  programs  of the
Company.

         5.6  Limitation  on Amount of ISOs.  The  aggregate  fair market  value
(determined at the time the ISO is granted) of the Common Shares with respect to
which  ISOs are  exercisable  for the  first  time by the  Optionee  during  any
calendar year (under all incentive  stock option plans of the Company) shall not
exceed $100,000;  provided,  however, that all or any portion of an Option which
cannot be exercised as an ISO because of such limitation  shall be treated as an
NSO.

         5.7 Effect of Change in Control. The Committee (in its sole discretion)
may determine,  at the time of granting an Option, that such Option shall become
fully  exercisable  as to all Common Shares  subject to such Option  immediately
preceding any Change in Control with respect to the Company.

         5.8 Restrictions on Transfer of Common Shares. Any Common Shares issued
upon  exercise  of an  Option  shall  be  subject  to  such  special  forfeiture
conditions,  rights of  repurchase,  rights of first refusal and other  transfer
restrictions  as the Committee may  determine.  Such  restrictions  shall be set
forth in the  applicable  Stock Option  Agreement and shall apply in addition to
any general restrictions that may apply to all holders of Common Shares.

         5.9 Authorization of Replacement  Options.  Concurrently with the grant
of any Option to a  Participant  (other  than NSOs  granted  pursuant to Section
4.2),  the  Committee  may  authorize  the  grant  of  Replacement  Options.  If
Replacement  Options have been  authorized  by the  Committee  with respect to a
particular  award of Options (the  "Underlying  Options"),  the Option Agreement
with  respect  to the  Underlying  Options  shall so  state,  and the  terms and
conditions of the Replacement  Options shall be provided  therein.  The grant of
any  Replacement  Options  shall be  effective  only  upon the  exercise  of the
Underlying  Options  through the use of Common Shares pursuant to Section 6.2 or
Section 6.3. The number of Replacement  Options shall equal the number of Common
Shares used to exercise the Underlying Options,  and, if the Option Agreement so
provides,  the  number of Common  Shares  used to  satisfy  any tax  withholding
requirements  incident to the exercise of the  Underlying  Options in accordance
with Section 13.2. Upon the exercise of the Underlying Options,  the Replacement
Options shall be evidenced by an amendment to the Underlying  Option  Agreement.
Notwithstanding the fact that the Underlying Option may be an ISO, a Replacement
Option is not intended to qualify as an ISO. The Exercise Price of a Replacement
Option shall be no less than the Fair Market Value of a Common Share on the date
the  grant  of the  Replacement  Option  becomes  effective.  The  term  of each
Replacement  Option  shall  be  equal to the  remaining  term of the  Underlying
Option.  No Replacement  Options shall be granted to Optionees  when  Underlying
Options  are  exercised  pursuant  to the  terms of the Plan and the  Underlying
Option  Agreement  following  termination  of  the  Optionee's  employment.  The
Committee, in its sole discretion, may establish such other terms and conditions
for Replacement Options as it deems appropriate.

         5.10 Options Granted to Non-United States Key Employees. In the case of
Key  Employees  who are subject to the tax laws of a foreign  jurisdiction,  the
Company may issue Options to such Key Employees  that contain terms  required to
conform with any requirements for favorable tax treatment imposed by the laws of
such foreign  jurisdiction,  or as otherwise may be required by the laws of such
foreign  jurisdiction.  The terms of any such  Options  shall be governed by the
Plan,  subject to the terms of any Addendum to the Plan specifically  applicable
to such Options.



<PAGE>


Article 6.  Payment for Option Shares.

         6.1 General  Rule.  The entire  Exercise  Price of Common Shares issued
upon  exercise of Options  shall be payable in cash at the time when such Common
Shares are purchased, except as follows:

           (a) In the case of an ISO granted  under the Plan,  payment  shall be
           made only pursuant to the express  provisions of the applicable Stock
           Option  Agreement.  However,  the  Committee may specify in the Stock
           Option  Agreement that payment may be made pursuant to Section 6.2 or
           6.3.

           (b)    In the case of an NSO, the Committee may  at  any  time accept
           payment pursuant to Section 6.2 or 6.3.

         6.2  Surrender  of  Stock.  To the  extent  that  this  Section  6.2 is
applicable,  payment for all or any part of the Exercise  Price may be made with
Common Shares which are surrendered to the Company.  Such Common Shares shall be
valued at their Fair  Market  Value on the date when the new  Common  Shares are
purchased under the Plan. In the event that the Common Shares being  surrendered
are  Restricted  Shares that have not yet become vested,  the same  restrictions
shall be imposed upon the new Common Shares being purchased.

         6.3  Exercise/Sale.  To the  extent  this  Section  6.3 is  applicable,
payment may be made by the delivery (on a form  prescribed by the Company) of an
irrevocable  direction  to Charles  Schwab & Co.,  Inc.  to sell  Common  Shares
(including  the Common  Shares to be issued upon exercise of the Options) and to
deliver  all or part of the sales  proceeds  to the Company in payment of all or
part of the Exercise Price and any withholding taxes.


Article 7.  Restricted Shares and Performance Share Awards.

         7.1 Time, Amount and Form of Awards. The Committee may grant Restricted
Shares or  Performance  Share  Awards with  respect to an Award Year during such
Award Year or at any time  thereafter.  Each such Award shall be  evidenced by a
Stock Award Agreement between the Award recipient and the Company. The amount of
each Award of Restricted  Shares or Performance Share Awards shall be determined
by the Committee. Awards under the Plan may be granted in the form of Restricted
Shares  or  Performance  Share  Awards  or in any  combination  thereof,  as the
Committee  shall  determine  at its sole  discretion  at the time of the  grant.
Restricted Shares or Performance Share Awards may also be awarded in combination
with  NSOs,  and  such an  Award  may  provide  that the  Restricted  Shares  or
Performance  Share  Awards will be  forfeited in the event that the related NSOs
are exercised.

         7.2 Payment for Restricted Share Awards. To the extent that an Award is
granted in the form of Restricted Shares, the Award recipient, as a condition to
the grant of such Award,  shall be required to pay the Company in cash an amount
equal to the par value of such Restricted Shares.

         7.3 Vesting or Issuance  Conditions.  Each Award of  Restricted  Shares
shall  become  vested,  in full or in  installments,  upon  satisfaction  of the
conditions specified in the Stock Award Agreement. Common Shares shall be issued
pursuant  to  Performance   Share  Awards  in  full  or  in  installments   upon
satisfaction of the issuance conditions  specified in the Stock Award Agreement.
The  Committee  shall select the vesting  conditions  in the case of  Restricted
Shares, or issuance  conditions in the case of Performance  Share Awards,  which
may be based upon the Participant's service, the Participant's performance,  the
Company's  performance  or such  other  criteria  as the  Committee  may  adopt;
provided  that,  in the case of an Award of  Restricted  Shares where vesting is
based  entirely on the  Participant's  service  (except to the extent  otherwise
specified  by the  Committee  at the  time  of  grant),  (i)  vesting  shall  be
accelerated in the event of the Participant's  death or Disability;  (ii) in the
case of Retirement,  vesting shall be accelerated for all Restricted Shares that
had been  granted  more  than two years  prior to the date of the  Participant's
Retirement;  and (iii) vesting shall be suspended when an employee is on a leave
of  absence  for a period in  excess of six  months  in  appropriate  cases,  as
determined by the Company. The Committee, in its sole discretion, may determine,
at the time of making an Award of  Restricted  Shares,  that  such  Award  shall
become fully vested in the event that a Change in Control occurs with respect to
the Company. The Committee,  in its sole discretion,  may determine, at the time
of making a Performance Share Award,  that the issuance  conditions set forth in
such Award  shall be waived in the event that a Change in  Control  occurs  with
respect to the Company.

         7.4 Form of  Settlement  of  Performance  Share  Awards.  Settlement of
Performance Share Awards shall only be made in the form of Common Shares.  Until
a Performance  Share Award is settled,  the number of  Performance  Share Awards
shall be subject to adjustment pursuant to Article 10.

         7.5  Death of  Recipient.  Any  Common  Shares  that  are to be  issued
pursuant  to a  Performance  Share Award  after the  recipient's  death shall be
delivered or distributed to the recipient's  beneficiary or beneficiaries.  Each
recipient of a  Performance  Share Award under the Plan shall  designate  one or
more  beneficiaries  for this  purpose  by filing the  prescribed  form with the
Company. A beneficiary  designation may be changed by filing the prescribed form
with  the  Company  at any  time  before  the  Award  recipient's  death.  If no
beneficiary  was designated or if no designated  beneficiary  survives the Award
recipient,  then  any  Common  Shares  that  are  to  be  issued  pursuant  to a
Performance  Share  Award after the  recipient's  death  shall be  delivered  or
distributed to the recipient's  estate.  The Committee,  in its sole discretion,
shall  determine  the  form  and time of any  distribution(s)  to a  recipient's
beneficiary or estate.

Article 8.  Claims Procedures.

         Claims for  benefits  under the Plan shall be filed in writing with the
Committee on forms supplied by the Committee.  Written notice of the disposition
of a claim shall be furnished to the claimant  within 90 days after the claim is
filed.  If the claim is denied,  the notice of  disposition  shall set forth the
specific  reasons for the denial,  citations to the pertinent  provisions of the
Plan, and, where appropriate,  an explanation as to how the claimant can perfect
the claim. If the claimant wishes further consideration of his or her claim, the
claimant may appeal a denied claim to the Committee  (or to a person  designated
by the Committee) for further review. Such appeal shall be filed in writing with
the  Committee  on a form  supplied by the  Committee,  together  with a written
statement of the claimant's position, no later than 90 days following receipt by
the  claimant  of  written  notice  of the  denial of his or her  claim.  If the
claimant so requests,  the  Committee  shall  schedule a hearing.  A decision on
review  shall be made  after a full and fair  review  of the  claim and shall be
delivered in writing to the claimant no later than 60 days after the Committee's
receipt of the notice of appeal,  unless  special  circumstances  (including the
need to hold a hearing)  require an extension of time for processing the appeal,
in which case a written decision on review shall be delivered to the claimant as
soon as possible  but not later than 120 days after the  Committee's  receipt of
the  appeal  notice.  The  claimant  shall be  notified  in  writing of any such
extension of time. The written decision on review shall include specific reasons
for the  decision,  written  in a  manner  calculated  to be  understood  by the
claimant, and shall specifically refer to the pertinent Plan provisions on which
it is based. All  determinations  of the Committee shall be final and binding on
Participants and their beneficiaries.

Article 9.  Voting Rights and Dividends.

         9.1      Restricted Shares.

           (a) All  holders of  Restricted  Shares  who are not Named  Executive
           Officers  shall have the same voting,  dividend,  and other rights as
           the Company's other stockholders.

           (b)  During  the  period of  restriction,  Named  Executive  Officers
           holding  Restricted  Shares granted  hereunder shall be credited with
           all regular cash dividends paid with respect to all Restricted Shares
           while they are so held.  If a  dividend  is paid in the form of cash,
           such cash  dividend  shall be  credited to Named  Executive  Officers
           subject   to   the   same   restrictions   on   transferability   and
           forfeitability  as the  Restricted  Shares with respect to which they
           were paid.  If any dividends or  distributions  are paid in shares of
           Common Stock, the shares of Common Stock shall be subject to the same
           restrictions on transferability  and forfeitability as the Restricted
           Shares  with  respect  to  which  they  were  paid.  Subject  to  the
           succeeding  paragraph,  and to the  restrictions  on vesting  and the
           forfeiture  provisions,  all dividends  credited to a Named Executive
           Officer  shall  be  paid  to  the  Named  Executive   Officer  within
           forty-five  (45) days  following  the full vesting of the  Restricted
           Shares with respect to which such dividends were earned.

                  In the  event  that any  dividend  constitutes  a  "derivative
           security"  or an "equity  security"  pursuant to Rule 16(a) under the
           Exchange  Act,  such  dividend  shall be subject to a vesting  period
           equal to the  longer  of:  (i) the  remaining  vesting  period of the
           Restricted Shares with respect to which the dividend is paid; or (ii)
           six (6) months.  The Committee  shall  establish  procedures  for the
           application of this provision.

                  Named Executive  Officers holding Restricted Shares shall have
           the same voting rights as the Company's other stockholders.

         9.2 Performance  Share Awards.  The holders of Performance Share Awards
shall have no voting or dividend rights until such time as any Common Shares are
issued pursuant thereto, at which time they shall have the same voting, dividend
and other rights as the Company's other stockholders.

Article 10.  Protection Against Dilution; Adjustment of Awards.

         10.1 General.  In the event of a subdivision of the outstanding  Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend  payable  in  a  form  other  than  Common  Shares,  a  combination  or
consolidation  of  the  outstanding  Common  Shares  (by   reclassification   or
otherwise) into a lesser number of Common Shares, a recapitalization,  a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a) the number of Options,  Restricted  Shares and Performance  Share
Awards  available for future  Awards under Article 3, (b) the maximum  number of
Common Shares which may be granted under Article 3 to any one Participant in any
one  fiscal  year  either  subject  to an  Option  or as  Restricted  Shares  or
Performance Share Awards, (c) the number of Performance Share Awards included in
any prior Award which has not yet been settled,  (d) the number of Common Shares
covered  by  each  outstanding  Option  or (e) the  Exercise  Price  under  each
outstanding Option.

         10.2  Reorganizations.  In the event  that the  Company is a party to a
merger or other  reorganization,  outstanding  Options,  Restricted  Shares  and
Performance  Share  Awards  shall be  subject  to the  agreement  of  merger  or
reorganization.   Such  agreement  may  provide,  without  limitation,  for  the
assumption of outstanding Awards by the surviving corporation or its parent, for
their  continuation by the Company (if the Company is a surviving  corporation),
for accelerated vesting or for settlement in cash.

         10.3  Reservation  of Rights.  Except as provided in this Article 10, a
Participant  shall have no rights by reason of any subdivision or  consolidation
of shares of stock of any class,  the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the  Company of shares of stock of any class,  or  securities  convertible  into
shares of stock of any class,  shall not  affect,  and no  adjustment  by reason
thereof  shall be made with  respect to, the number or Exercise  Price of Common
Shares  subject to an Option.  The grant of an Award  pursuant to the Plan shall
not  affect in any way the right or power of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure, to merge or consolidate or to dissolve,  liquidate,  sell or transfer
all or any part of its business or assets.

Article 11. Limitation of Rights.

         11.1  Employment  Rights.  Neither the Plan nor any Award granted under
the Plan shall be deemed to give any  individual  a right to remain  employed by
the Company or any  Subsidiary.  The Company  and its  Subsidiaries  reserve the
right to terminate the  employment of any employee at any time,  with or without
cause, subject only to a written employment agreement (if any).

         11.2 Stockholders' Rights. A Participant shall have no dividend rights,
voting or other  rights as a  stockholder  with  respect  to any  Common  Shares
covered by his or her Award prior to the issuance of such Common Shares, whether
by issuance of a certificate, book entry or other procedure. No adjustment shall
be made for cash dividends or other rights for which the record date is prior to
the date when such  certificate  is  issued,  except as  expressly  provided  in
Articles 7, 9 and 10.

         11.3 Creditors' Rights. A holder of Performance Share Awards shall have
no rights  other than those of a general  creditor of the  Company.  Performance
Share  Awards  represent  unfunded  and  unsecured  obligations  of the Company,
subject to the terms and conditions of the applicable Stock Award Agreement.

         11.4   Government   Regulations.   Any  other  provision  of  the  Plan
notwithstanding, the obligations of the Company with respect to Common Shares to
be issued  pursuant to the Plan shall be subject to all applicable  laws,  rules
and  regulations,  and such  approvals  by any  governmental  agencies as may be
required.  The Company reserves the right to restrict,  in whole or in part, the
delivery of Common Shares pursuant to any Award until such time as:

           (a) Any legal  requirements or regulations  have been met relating to
           the  issuance  of  such  Common  Shares  or  to  their  registration,
           qualification or exemption from  registration or qualification  under
           the  Securities  Act of 1933,  as amended,  or any  applicable  state
           securities laws; and

           (b)  Satisfactory  assurances  have been  received  that such  Common
           Shares,  when  issued,  will be duly  listed  on the New  York  Stock
           Exchange or any other securities  exchange on which Common Shares are
           then listed.

Article 12.  Limitation of Payments.

         12.1  Basic  Rule.   Any   provision   of  the  Plan  to  the  contrary
notwithstanding,  in the  event  that the  independent  auditors  most  recently
selected by the Board (the "Auditors") determine that any payment or transfer in
the nature of compensation to or for the benefit of a Participant,  whether paid
or payable (or transferred or  transferable)  pursuant to the terms of this Plan
or  otherwise  (a  "Payment"),  would be  nondeductible  for federal  income tax
purposes because of the provisions  concerning  "excess  parachute  payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount;  provided,  however, that
the  Committee,  at the time of making an Award  under  this Plan or at any time
thereafter,  may specify in writing  that such Award shall not be so reduced and
shall not be subject to this  Article 12. For  purposes of this  Article 12, the
"Reduced  Amount"  shall be the  amount,  expressed  as a present  value,  which
maximizes  the  aggregate  present  value of the  Payments  without  causing any
Payment to be nondeductible by the Company because of section 280G of the Code.

         12.2 Reduction of Payments.  If the Auditors determine that any Payment
would be  nondeductible  because of section  280G of the Code,  then the Company
shall  promptly  give the  Participant  notice to that  effect and a copy of the
detailed  calculation thereof and of the Reduced Amount, and the Participant may
then elect,  in his or her sole  discretion,  which and how much of the Payments
shall be  eliminated or reduced (as long as after such  election,  the aggregate
present  value of the Payments  equals the Reduced  Amount) and shall advise the
Company in writing of his or her  election  within 10 days of receipt of notice.
If no such election is made by the Participant  within such 10-day period,  then
the Company may elect which and how much of the Payments  shall be eliminated or
reduced  (as long as after such  election  the  aggregate  present  value of the
Payments equals the Reduced Amount) and shall notify the Participant promptly of
such  election.  For  purposes  of this  Article  12,  present  value  shall  be
determined in accordance with section 280G(d)(4) of the Code. All determinations
made by the Auditors under this Article 12 shall be binding upon the Company and
the  Participant  and  shall be made  within  60 days of the date when a Payment
becomes  payable or  transferable.  As promptly as  practicable  following  such
determination and the elections hereunder,  the Company shall pay or transfer to
or for the benefit of the Participant such amounts as are then due to him or her
under the Plan,  and shall promptly pay or transfer to or for the benefit of the
Participant  in the  future  such  amounts as become due to him or her under the
Plan.

         12.3 Overpayments and Underpayments.  As a result of uncertainty in the
application of section 280G of the Code at the time of an initial  determination
by the Auditors  hereunder,  it is possible that Payments will have been made by
the  Company  which  should  not  have  been  made  (an  "Overpayment")  or that
additional Payments which will not have been made by the Company could have been
made (an  "Underpayment"),  consistent in each case with the  calculation of the
Reduced  Amount  hereunder.  In the  event  that the  Auditors,  based  upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant  which the Auditors  believe has a high  probability of success,
determine that an Overpayment has been made, such  Overpayment  shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company on  demand,  together  with  interest  at the  applicable  federal  rate
provided in section 7872(f)(2) of the Code;  provided,  however,  that no amount
shall be payable by the  Participant  to the  Company if and to the extent  that
such  payment  would not reduce the amount  which is subject to  taxation  under
section  4999 of the Code.  In the event  that the  Auditors  determine  that an
Underpayment  has  occurred,   such  Underpayment  shall  promptly  be  paid  or
transferred  by the Company to or for the benefit of the  Participant,  together
with interest at the applicable  federal rate provided in section  7872(f)(2) of
the Code.

         12.4  Related  Corporations.  For purposes of this Article 12, the term
"Company" shall include affiliated  corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

Article 13. Withholding Taxes.

         13.1  General.  To the extent  required by applicable  federal,  state,
local or foreign law, the  recipient  of any payment or  distribution  under the
Plan shall make arrangements satisfactory to the Company for the satisfaction of
any  withholding  tax  obligations  that  arise by  reason  of such  payment  or
distribution.  The  Company  shall  not be  required  to make  such  payment  or
distribution until such obligations are satisfied.

         13.2  Nonstatutory  Options,  Restricted  Shares or  Performance  Share
Awards. The Committee may permit an Optionee who exercises NSOs, or who receives
Awards of Restricted Shares, or who receives Common Shares pursuant to the terms
of a Performance  Share Award,  to satisfy all or part of his or her withholding
tax  obligations  by having the Company  withhold a portion of the Common Shares
that  otherwise  would be issued to him or her under such  Awards.  Such  Common
Shares  shall be  valued  at their  Fair  Market  Value on the date  when  taxes
otherwise  would be  withheld  in cash.  The  payment  of  withholding  taxes by
surrendering Common Shares to the Company, if permitted by the Committee,  shall
be subject to such  restrictions  as the  Committee  may impose,  including  any
restrictions required by rules of the Securities and Exchange Commission.

Article 14.  Assignment or Transfer of Award.

         14.1  General  Rule.  Any Award  granted  under  the Plan  shall not be
anticipated,  assigned,  attached,  garnished,  optioned,  transferred  or  made
subject to any creditor's  process,  whether  voluntarily,  involuntarily  or by
operation of law, except to the extent specifically permitted by Section 14.2.

         14.2  Exceptions to General Rule.  Notwithstanding  Section 14.1,  this
Plan shall not preclude (i) a Participant  from  designating  a  beneficiary  to
succeed,  after the Participant's  death, to those of the  Participant's  Awards
(including without limitation, the right to exercise any unexercised Options) as
may be determined by the Company from time to time in its sole discretion,  (ii)
a  transfer  of  any  Award  hereunder  by  will  or  the  laws  of  descent  or
distribution, or (iii) a voluntary transfer of an Award (other than an ISO) to a
trust or  partnership  for the  exclusive  benefit of one or more members of the
Participant's  family,  but only if the Participant has sole investment  control
over such trust or partnership.

Article 15.  Future of Plans.

         15.1 Term of the Plan.  The Plan,  as set forth  herein,  shall  become
effective on May 8, 1992. The Plan shall remain in effect until it is terminated
under Section 15.2, except that no ISOs shall be granted after May 7, 2002.

         15.2 Amendment or  Termination.  The Committee may, at any time and for
any reason, amend or terminate the Plan; provided,  however,  that any amendment
of the Plan shall be subject to the approval of the  Company's  stockholders  to
the extent required by applicable laws, regulations or rules.

         15.3 Effect of Amendment or  Termination.  No Award shall be made under
the Plan after the  termination  thereof.  The  termination  of the Plan, or any
amendment thereof, shall not affect any Option,  Restricted Share or Performance
Share Award previously granted under the Plan.

Article 16.  Definitions.

         16.1     "Award" means any award of an Option, a Restricted Share or  a
Performance Share Award under the Plan.

         16.2     "Award  Year" means a fiscal  year  beginning  January  1  and
ending  December 31 with respect to which an Award may be granted.

         16.3 "Board" means the Company's  Board of  Directors,  as  constituted
from time to time.

         16.4 "Change in Control"  means the  occurrence of any of the following
events after the effective date of the Plan as set out in Section 15.1:

           (a) A change in control required to be reported pursuant to Item 6(e)
           of Schedule 14A of Regulation 14A under the Exchange Act;

           (b) A change in the  composition  of the Board,  as a result of which
           fewer than  two-thirds of the  incumbent  directors are directors who
           either (i) had been  directors of the Company 24 months prior to such
           change or (ii) were elected, or nominated for election,  to the Board
           with the  affirmative  votes of at least a majority of the  directors
           who had been  directors of the Company 24 months prior to such change
           and  who  were  still  in  office  at the  time  of the  election  or
           nomination;

           (c) Any "person" (as such term is used in sections 13(d) and 14(d) of
           the  Exchange  Act)  becomes  the  beneficial   owner,   directly  or
           indirectly,  of securities of the Company  representing 20 percent or
           more of the combined  voting power of the Company's then  outstanding
           securities  ordinarily  (and apart from rights accruing under special
           circumstances)  having the right to vote at  elections  of  directors
           (the "Base Capital Stock"); provided, however, that any change in the
           relative  beneficial  ownership of securities of any person resulting
           solely from a reduction in the aggregate number of outstanding shares
           of Base Capital Stock,  and any decrease  thereafter in such person's
           ownership  of  securities,  shall be  disregarded  until such  person
           increases  in any  manner,  directly  or  indirectly,  such  person's
           beneficial ownership of any securities of the Company.

         16.5     "Code" means the Internal Revenue Code of 1986, as amended.

         16.6  "Committee"  means the  Compensation  Committee of the Board,  as
constituted from time to time.

         16.7     "Common Share" means one share of  the  common  stock  of  the
Company.

         16.8  "Company"  means  The  Charles  Schwab  Corporation,  a  Delaware
corporation.

         16.9 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         16.10  "Exchange  Act" means the  Securities  Exchange Act of 1934,  as
amended.

         16.11 "Exercise  Price" means the amount for which one Common Share may
be purchased  upon  exercise of an Option,  as specified by the Committee in the
applicable Stock Option Agreement.

         16.12    "Fair Market Value" means the market price of  a Common Share,
determined by the committee as follows:

           (a) If the Common Share was traded on a stock exchange on the date in
           question,  then the Fair  Market  Value shall be equal to the closing
           price  reported by the applicable  composite-transactions  report for
           such date;

           (b) If the Common  Share was traded  over-the-counter  on the date in
           question and was classified as a national market issue, then the Fair
           Market Value shall be equal to the last  transaction  price quoted by
           the NASDAQ system for such date;

           (c) If the Common  Share was traded  over-the-counter  on the date in
           question but was not classified as a national market issue,  then the
           Fair  Market  Value  shall  be equal  to the  mean  between  the last
           reported  representative  bid and asked  prices  quoted by the NASDAQ
           system for such date; and

           (d) If none of the foregoing provisions is applicable,  then the Fair
           Market Value shall be  determined  by the  Committee in good faith on
           such basis as it deems appropriate.

         16.13    "ISO" means an incentive stock  option  described  in  section
422(b) of the Code.

         16.14    "Key Employee" means a key common-law employee of the  Company
or any Subsidiary, as determined by the Committee.

         16.15 "Named Executive Officer" means a Participant who, as of the date
of vesting of an Award is one of a group of "covered  employees,"  as defined in
the Regulations promulgated under Code Section 162(m), or any successor statute.

         16.16 "Non-Employee  Director" means a member of the Board who is not a
common-law employee.

         16.17    "NSO" means an employee stock option not described in sections
422 through 424 of the Code.

         16.18  "Option"  means an ISO or NSO or, in the case of a Key  Employee
who is subject to the tax laws of a foreign  jurisdiction,  an option qualifying
for  favorable tax treatment  under the laws of such  jurisdiction,  including a
Replacement Option,  granted under the Plan and entitling the holder to purchase
one Common Share.

         16.19    "Optionee" means an individual, or his or her  estate, legatee
or heirs at law that holds an Option.

         16.20 "Participant"  means a Non-Employee  Director or Key Employee who
has received an Award.

         16.21  "Performance Share Award" means the conditional right to receive
in the future one Common Share, awarded to a Participant under the Plan.

         16.22    "Plan" means this 1992 Stock  Incentive  Plan  of  The Charles
Schwab  Corporation,  as it may be amended from time to time.

         16.23  "Replacement  Option"  means an Option  that is  granted  when a
Participant  uses a Common  Share held or to be acquired by the  Participant  to
exercise an Option and/or to satisfy tax  withholding  requirements  incident to
the exercise of an Option.

         16.24 "Restricted  Share" means a Common Share awarded to a Participant
under the Plan.

         16.25 "Stock Award Agreement"  means the agreement  between the Company
and the  recipient  of a  Restricted  Share or  Performance  Share  Award  which
contains the terms,  conditions and  restrictions  pertaining to such Restricted
Share or Performance Share Award.

         16.26 "Stock Option  Agreement" means the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her option.

         16.27  "Subsidiary"  means  any  corporation  or other  entity,  if the
Company  and/or one or more other  Subsidiaries  own not less than 50 percent of
the total  combined  voting  power of all classes of  outstanding  stock of such
corporation (or ownership interest of such other entity). A corporation or other
entity that attains the status of a  Subsidiary  on a date after the adoption of
the Plan shall be considered a Subsidiary commencing as of such date.

         16.28.  "Retirement"  shall mean any  termination  of  employment of an
Optionee  for any reason  other than  death at any time after the  Optionee  has
attained  fifty  (50),  but  only  if,  at the  time  of such  termination,  the
Participant has been credited with at least seven (7) Years of Service under the
Charles Schwab Profit Sharing and Employee Stock  Ownership  Plan. The foregoing
definition shall apply to all Stock Option  Agreements  entered into pursuant to
the Plan,  irrespective of any definition to the contrary  contained in any such
Stock Option Agreement.

         16.29  "Disability"  means the  inability to engage in any  substantial
gainful  activity   considering  the  Participant's   age,  education  and  work
experience by reason of any medically  determined  physical or mental impairment
that has continued without  interruption for a period of at least six months and
that can be expected  to be of long,  continued  and  indefinite  duration.  All
determinations  as to whether a Participant  has incurred a Disability  shall be
made by the Employee  Benefits  Administration  Committee  of the  Company,  the
findings of which shall be final, binding and conclusive.


<PAGE>



                                   ADDENDUM A

                  The provisions of the Plan, as amended  by  the  terms of this
Addendum A, shall apply to the grant of Approved  Options to Key U.K. Employees.

                  1.       For  purposes  of  this  Addendum  A,  the  following
definitions  shall apply in addition to those set out in section 16 of the Plan:

                  Approved Option Means a stock option designed to qualify as an
                  approved executive share option under the Taxes Act;

                  Inland Revenue means the Board of the Inland  Revenue  in  the
                  United Kingdom.

                  Key U.K.  Employee  means a  designated  employee of Sharelink
                  Investment  Services  plc or any  subsidiary  (as that term is
                  defined in the  Companies Act 1985 of the United  Kingdom,  as
                  amended)  of  which  Sharelink  Investment  Services  plc  has
                  control for the purposes of section 840 of the Taxes Act;

                  Taxes Act means the Income and  Corporation  Taxes Act 1988 of
                  the United Kingdom.

                  2. An  Approved  Option  may  only be  granted  to a Key  U.K.
                  Employee who:

                           (i)      is employed on a full-time basis; and

                           (ii)     does  not  fall  within  the  provisions  of
                                    paragraph 8 of Schedule 9 to the Taxes Act.

                  For  purposes  of this section 2(i) of Addendum A, "full-time"
shall mean an employee who is required to work 20 hours per week, excluding meal
breaks.

                  3. No Approved Option may be granted to a Key U.K. Employee if
it would cause the aggregate of the exercise  price of all  subsisting  Approved
Options granted to such employee under the Plan, or any other subsisting options
granted to such  employee  under any other share option  scheme  approved  under
Schedule 9 of the Taxes Act and  established  by the  Company  or an  associated
company,  to exceed the higher of (a) one hundred  thousand  pounds sterling and
(b) four times such employee's  relevant emoluments for the current or preceding
year of  assessment  (whichever  is  greater);  but where there were no relevant
emoluments for the previous year of assessment, the limit shall be the higher of
one hundred  thousand  pounds  sterling or four times such  employee's  relevant
emoluments  for the period of twelve months  beginning with the first day during
the  current  year  of  assessment  in  respect  of  which  there  are  relevant
emoluments.  For the  purpose  of this  section  3 of  Addendum  A,  "associated
company"  means an associated  company  within the meaning of section 416 of the
Taxes Act;  "relevant  emoluments"  has the meaning given by paragraph  28(4) of
Schedule 9 to the Taxes Act and "year of  assessment"  means a year beginning on
any April 6 and ending on the following April 5.

                  4.       Common  Shares  issued  pursuant  to  the exercise of
Approved  Options must satisfy the conditions  specified in paragraphs  10 to 14
of Schedule 9 to the Taxes Act.

                  5.  Notwithstanding the provisions of Section 5.4 of the Plan,
the exercise  price of an Approved  Option shall not be less than 100 percent of
the closing  price of a Common Share as reported in the New York Stock  Exchange
Composite Index on the date of grant.

                  6. No Approved  Option may be  exercised  at any time by a Key
U.K.  Employee  when that Key U.K.  Employee  falls  within  the  provisions  of
paragraph 8 of  Schedule 9 to the Taxes Act. If at any time the shares  under an
Approved  Option cease to comply with the  conditions  in paragraphs 10 to 14 of
Schedule 9 to the Taxes Act, then all Approved  Options then  outstanding  shall
lapse and cease to be  exercisable  from the date of the  shares  ceasing  so to
comply,  and no optionee  shall have any cause of action  against  the  Company,
Sharelink  Investment Services plc or any subsidiary of the Company or any other
person in respect thereof.

                  7. An Approved Option may contain such other terms, provisions
and conditions as may be determined by the Committee  consistent  with the Plan,
provided that the approved option  otherwise  complies with the requirements for
approved executive option schemes specified in Schedule 9 of the Taxes Act.

                  8. In  relation  to an Approved  Option,  notwithstanding  the
terms of section  10.1 of the Plan,  no  adjustment  shall be made  pursuant  to
section 10.1 of the Plan to any outstanding  Approved  Options without the prior
approval of the Inland Revenue.

                  9. In  relation to an  Approved  Option any Key U.K.  Employee
shall make arrangements  satisfactory to the Company for the satisfaction of any
tax withholding or deduction -- at -- source obligations that arise by reason of
the grant to him or her of such option, or its subsequent exercise.

                  10. In  relation  to an  Approved  Option,  in addition to the
provisions  set out in section 15.2 of the Plan, no amendment  which affects any
of the  provisions of the Plan  relating to Approved  Options shall be effective
until approved by the Inland Revenue,  except for such amendment as are required
to obtain and maintain the approval of Inland Revenue  pursuant to Schedule 9 to
the Taxes Act.

</TEXT>
</DOCUMENT>
