SCHWAB CHARLES CORP
EXHIBIT 10.279
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exh10_279.txt
<DESCRIPTION>EXHIBIT 10.279
<TEXT>



                                                                 Exhibit 10.279


           SEPARATION AGREEMENT, GENERAL RELEASE AND WAIVER OF
                                     CLAIMS

     This   Separation   Agreement,   General   Release  and  Waiver  of  Claims
("Agreement") is entered into by and between Alan J. Weber ("Mr. Weber"), on the
one hand, and The Charles Schwab Corporation and U.S. Trust  Corporation,  their
respective  affiliates and the  predecessors,  successors and assigns of each of
the foregoing (collectively "Schwab" or the "Company"), on the other hand, dated
as of May 23, 2005 (the  "Execution  Date") and effective upon the expiration of
the Revocation Period described in Paragraph 25(g),  below  ("Effective  Date").
Together,  Mr.  Weber  and the  Company  shall be  referred  to  herein  as "the
Parties."

                                    RECITALS

     WHEREAS,  the Parties agreed that Mr. Weber stepped down from his positions
as Chief Executive Officer and Chairman of U.S. Trust Corporation ("U.S. Trust")
and Executive  Vice-President  of The Charles Schwab  Corporation on May 9, 2005
and the employment  relationship  will end as of May 19, 2005 as a result of Mr.
Weber's retirement;

     WHEREAS, the Parties now desire to definitively resolve, fully and finally,
all  differences,  disputes  and claims Mr. Weber might have against the Company
and  anyone  connected  with  it  through  and  including  the  Execution  Date,
including,  but not limited to, those arising out of or relating to Mr.  Weber's
employment relationship with Schwab and the termination thereof.

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and for other  good and  valuable  consideration,  the  sufficiency  of which is
hereby acknowledged, the Company and Mr. Weber hereby agree as follows:

                                    AGREEMENT

     1.     Separation  from  Positions.  Mr. Weber is deemed to have retired as
a Schwab Officer, from any and all U.S. Trust and Schwab directorships he holds,
and from the  Policy  and  Executive  Committees  effective  as of May 19,  2005
("Separation  Date").  Mr.  Weber  shall be treated as having  retired  only for
purposes of his long-term  awards, as set forth below, and for no other purpose.
Mr.  Weber  acknowledges  and  agrees  that with the  exception  of his  accrued
vacation and final paycheck for the period May 16, 2005 through May 19, 2005, he
has  received  all wages  due to him for  services  rendered  as a result of his
employment  as Chief  Executive  Officer and Chairman  with,  and services as an
officer and director of, the Company up to and including May 19, 2005.

     2.     Consideration. Subject to and upon satisfaction by Mr.  Weber of the
terms and conditions set forth in this  Agreement,  Schwab agrees to provide Mr.
Weber the following consideration:

     (i)    a lump sum payment in the amount of eight hundred and forty thousand
            six hundred eighty-one  dollars and no cents ($840,681),  less usual
            and customary taxes, withholding, and authorized deductions, payable
            within ten (10) business days from the Effective Date;

     (ii)   a lump sum payment in the amount of three hundred and three thousand
            dollars and no cents  ($303,000),  less usual and  customary  taxes,
            withholding,  and  authorized  deductions,  representing a pro-rated
            bonus for 2005 under the  Corporate  Executive  Bonus Plan,  payable
            within ten (10) business days from the Effective Date;

     (iii)  a lump sum payment in the amount of two hundred sixty-five  thousand
            dollars and no cents,  less usual and customary taxes,  withholding,
            and  authorized  deductions,  payable  within ten (10) business days
            from the Effective Date; and

     (iv)   Schwab  will  cause to be  fully  vested  and,  in the case of stock
            options,  fully  exercisable  as of the Effective Date the following
            awards:  (a) all restricted shares under the Restricted Shares Award
            Agreements  dated  October 23, 2002 and February  25, 2003;  (b) all
            stock options under the Nonqualified  Stock Option  Agreements dated
            October 23, 2002 and November 8, 2002 and the Incentive Stock Option
            Agreement  dated October 23, 2002;  and (c) all units awarded by the
            LTIP Award  Agreement  granted  as of  January  1,  2003;  provided,
            however,  that such awards shall otherwise continue to be subject to
            the  terms of the  applicable  plan and award  agreement,  except as
            provided in paragraph 6.

     3.     No Other Employee Benefits.  Mr. Weber is not eligible for any other
benefits or payments not specifically provided for in this Agreement.  Mr. Weber
will be offered group health  continuation  coverage under COBRA. Mr. Weber will
not be eligible to accrue  vacation or  floating  holidays  after May 19,  2005.
Schwab will pay Mr. Weber all accrued but unused vacation and floating  holidays
accrued through May 19, 2005 on the next regularly  scheduled  payday  following
the Effective Date.

     4.     Waiver of Benefits under  The Charles Schwab Severance Pay  Plan and
The U.S.  Trust Special  Severance  Benefits Plan.  Mr. Weber  acknowledges  and
agrees that the consideration described in Paragraph 2, above, is in lieu of and
a substitute  for any  severance  benefits he may have been  eligible to receive
under The Charles Schwab  Severance Pay Plan,  The U.S. Trust Special  Severance
Benefits Plan, or under any other  severance or termination  pay or benefits for
which he may be eligible from the Company.  Mr. Weber  expressly  agrees that he
waives any such  rights or  benefits  in  exchange  for the rights and  benefits
provided under this Agreement.

     5.     Retirement Plans. Mr. Weber's active participation in all retirement
plans  sponsored by the Company  including  without  limitation  the  SchwabPlan

                                     - 2 -

Retirement Savings and Investment Plan and the U.S. Trust Corporation Employees'
Retirement  Plan shall  cease as of May 19,  2005.  Mr.  Weber will not  receive
Company  contributions  or accrue any  benefit  under any such  plans  after his
Separation Date. Mr. Weber's vested interest in any pension benefits and Company
contributions  (other than matching  contributions  under the  Company's  401(k)
plan,  which are  automatically  fully vested) will be  determined  based on his
service through the Separation Date.

     6.     The    Charles   Schwab   Corporation    Stock    Incentive   Plans.
Notwithstanding anything to the contrary in this Agreement, Mr. Weber agrees and
acknowledges  that the  Nonqualified  Stock Option  Agreements dated October 23,
2002 and November 8, 2002 are hereby  amended to provide that the options  under
such  agreements will expire and will be exercisable no later than the date that
is two (2)  years  after  the  Separation  Date.  Under  the  provisions  of the
Company's stock incentive  plans, Mr. Weber retains the right to exercise vested
options  for a specific  period of time  after his  Separation  Date.  Except as
provided in Paragraph  2(iii),  any stock  options that are not vested as of his
Separation  Date  are  immediately   canceled.   The  applicable   Stock  Option
Agreement(s)  and Plan  documents  govern the  vesting and  exercising  of stock
options.  Except as  provided in  Paragraph 2(iii),  any LTIP units that are not
vested as of Mr. Weber's  Separation  Date are immediately  forfeited.  The LTIP
Award Agreement and Plan document govern the vesting of LTIP units.

     7.     Tax Treatment. Mr. Weber  understands  and  agrees  that  Schwab  is
providing no tax or legal  advice,  and makes no  representations  regarding tax
obligations  or  consequences,  if any,  related to any part of this  Agreement,
including any  consequences  that may result with respect to the modification of
stock options  pursuant to section 409A of the Internal Revenue Code of 1986, as
amended (the "Code").  Mr. Weber further agrees that he will be responsible  for
his  tax  obligations  or  consequences  that  may  arise  from  this  Agreement
(including  without  limitation  the  accelerated  vesting of stock  options and
restricted shares under Paragraph 2), and he shall not seek any  indemnification
from Schwab in this regard.  Mr.  Weber  further  agrees to  indemnify  and hold
Schwab harmless from any claims,  demands,  deficiencies,  levies,  assessments,
executions,  judgments,  penalties,  taxes, attorneys' fees or recoveries by any
governmental entity against Schwab for any failure by Mr. Weber to pay his taxes
due and owing,  if any, as a result of any payments  under this  Agreement.  The
Agreement is not intended to constitute a  "nonqualified  deferred  compensation
plan"  within  the  meaning  of section  409A of the Code.  Notwithstanding  the
foregoing,  in the  event  this  Agreement  or any  benefit  paid  to Mr.  Weber
hereunder  is deemed to be  subject  to  section  409A of the  Code,  Mr.  Weber
consents to the Company adopting such conforming amendments as the Company deems
necessary,  in its sole  discretion,  to comply with  section  409A of the Code,
without reducing the amounts of any benefits due to Mr. Weber hereunder.

     8.     Authorization to  Sell  Restricted  Shares.  Mr.  Weber  agrees  and
expressly  authorizes  the  Company to sell the  required  number of  restricted
shares  from  the  grants  set  forth  in  Paragraph  2(iv)(a)  to  satisfy  any
withholding tax  obligations  that arise by reason of the awarding or vesting of
such shares. Mr. Weber understands that no

                                     - 3 -

shares  will  be  issued  to him  pursuant  to  Paragraph  2(iv)(a)  until  such
obligation is satisfied.

     9.     No Filings.  Mr. Weber  represents that as of the Execution Date, he
has not filed any action, claim, charge, or  complaint  against  Schwab  or  any
other  Releasee  identified  in Paragraph 11 below,  with any local,  state,  or
federal agency,  self-regulatory organization ("SRO"), or court and that he will
not make such a filing at any time hereafter  based upon any events or omissions
occurring prior to and up to the Execution Date. In the event that any agency or
court  assumes  jurisdiction  of any lawsuit,  claim,  charge or  complaint,  or
purports  to bring any legal or  regulatory  proceedings  against  Schwab or any
other  Releasee  identified  in Paragraph  11 below on Mr.  Weber's  behalf,  he
promptly  will request that the agency,  SRO, or court  withdraw from or dismiss
the lawsuit, claim, charge, or complaint with prejudice.

     10.    Covenant Not to Sue.  Mr. Weber  covenants  that he will  not  file,
participate  in, or instigate the filing of any lawsuits,  complaints or charges
by himself or by any other person or party in any state or federal  court or any
proceedings  before  any local,  state,  or federal  agency,  or SRO,  except as
required  by law,  claiming  that  Schwab or any other  Releasee  identified  in
Paragraph  11 below has  violated  any law or  obligation  based upon  events or
omissions occurring prior to and including the effective date of this Agreement.
Notwithstanding  the  provisions of this  Paragraph,  nothing in this  Agreement
shall be construed to preclude Mr. Weber from timely filing a complaint with the
U.S.  Equal  Employment  Opportunities  Commission  ("EEOC")  or  assisting  any
investigation  conducted  by the EEOC to the  extent  that such  rights  are not
subject to waiver.  In the event Mr. Weber  breaches  the covenant  contained in
this Paragraph 10, Mr. Weber agrees that he will indemnify  Schwab and any other
Releasee  identified  in  Paragraph 11 below for all  damages,  fees,  costs and
expenses,  including  legal  fees,  incurred  by Schwab  or any  other  Releasee
identified  in  Paragraph  11  below,   in  defending,   participating   in,  or
investigating any matter or proceeding covered by this Paragraph 10.

     11.  Complete  Release by Mr.  Weber.  Mr.  Weber - for himself and for his
heirs, representatives,  attorneys, executors,  administrators,  successors, and
assigns - releases Schwab, and all of its affiliates,  subsidiaries,  divisions,
parent corporations, and stockholders,  officers, directors, partners, servants,
agents, employees,  representatives,  attorneys, employee welfare and retirement
plans and the respective plan administrators and fiduciaries, past, present, and
future,  all persons acting under, by, through,  or in concert with any of them,
and each of them (all of whom are hereinafter referred to as "Releasees"),  from
any and all actions, causes of action, grievances, obligations, costs, expenses,
damages,  losses,  claims,  liabilities,  suits,  debts,  demands,  and benefits
(including attorneys' fees and costs actually incurred),  of whatever character,
in law or in equity,  known or unknown,  suspected  or  unsuspected,  matured or
unmatured, of any kind or nature whatsoever,  based on any act, omission, event,
occurrence,  or nonoccurrence from the beginning of time up to and including the
Execution  Date of this  Agreement,  including  but not limited to any claims or
causes of action arising out of or in any way relating to Mr. Weber's employment
relationship with Schwab or any other Releasee.

                                     - 4 -

     This release of claims  includes,  but is not limited to, claims for breach
of any implied or express contract or covenant;  claims for promissory estoppel;
claims of entitlement to any pay (other than the payments  promised in Paragraph
2); claims of wrongful denial of insurance and employee benefits,  or any claims
for wrongful  termination,  public policy  violations,  defamation,  invasion of
privacy, fraud, misrepresentation, unfair business practices, emotional distress
or other  common  law or tort  matters;  claims of  harassment,  retaliation  or
discrimination under federal,  state, or local law; claims based on any federal,
state or other governmental statute, regulation or ordinance, including, without
limitation,   Title  VII  of  the  Civil   Rights  Act,  as  amended,   the  Age
Discrimination  in Employment Act, the Older Worker Benefit  Protection Act, the
Labor Management  Relations Act, the Americans with Disabilities Act, the Family
and  Medical  Leave  Act,  the New York  Human  Rights  Law,  the New York  City
Administrative  Code, the New York Labor Law, the California Fair Employment and
Housing Act, the California Labor Code, the California  Government Code, and the
Employee  Retirement  Income Security Act of 1974; and claims under the state or
federal  constitution.  It is expressly  understood  by Mr. Weber that among the
various  rights and claims being waived by Mr. Weber in this Agreement are those
for age discrimination arising under the Age Discrimination in Employment Act of
1967 (29 U.S.C. sec. 621, et seq.), as amended.

     12.    Release of Unknown Claims. In order to make this  release  effective
as to unknown, unsuspected or concealed claims,  Mr. Weber expressly  waives the
benefits of Section 1542 of the California Civil Code, which provides:

     A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE  CREDITOR  DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
     WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
     DEBTOR.

     In  making  this  waiver,  Mr.  Weber  acknowledges  that he may  hereafter
discover  facts in addition to or different  from those which he now believes to
be true with respect to the subject matter released  herein,  but agrees that he
has taken that  possibility  into account in reaching  this  Agreement and that,
notwithstanding  the discovery or existence of any such  additional or different
facts,  Mr. Weber fully,  finally,  and forever settles and releases any and all
such claims.

     13.    Successors. This Agreement shall be binding upon  the  Parties,  and
their heirs, representatives,  executors, administrators,  successors, insurers,
and assigns,  and shall inure to the administrators,  predecessors,  successors,
and assignees of each of the Parties.  In the event of Mr.  Weber's  death,  the
benefits payable to Mr. Weber under this Agreement shall inure to the benefit of
his heirs, successors, and assigns.

     14.    Indemnification.  Nothing in this Agreement (including  the  release
contained   herein)   shall  be  construed  to  limit  Mr.   Weber's   right  to
indemnification  or contribution  pursuant to Delaware,  New York, or California
law or the Company's

                                     - 5 -

bylaws  arising  from actions  actually or  allegedly  taken in the scope of his
employment with the Company.

     15.    No Attorney's Fees and  Costs.  The  Parties  will  bear  their  own
respective costs and fees, including attorney's fees incurred in connection with
the negotiation and execution of this Agreement.

     16.    Non-Disparagement and Cooperation.

            16.1    Non-Disparagement.

     Mr.  Weber  shall  not make  any oral or  written  statement  which  (a) is
disparaging  to the Company,  or to the past or present  directors,  officers or
employees of the Company, or any Releasee as defined above, or (b) is calculated
to, or which foreseeably will, disrupt,  disparage,  damage, impair or otherwise
interfere  with the business or reputation  of the Company,  its past or present
directors,  officers or employees, or any Releasee as defined above, or (c) will
disrupt, impair or otherwise interfere with the Company's relationships with its
employees,  customers,  agents,  representatives  or vendors  (individually  and
collectively  "disparaging  statements").  Mr.  Weber also  agrees  that he will
direct  his  immediate  family  members  and  representatives  not to  make  any
disparaging  statements.  Mr. Weber  further  agrees to refrain from acting as a
source  (attributable  or  otherwise)  or  engaging  in any  formal or  informal
dialogue  with the press or media  regarding his  experiences  with or at Schwab
that in any way  injure or are  detrimental  to  Schwab,  or its past or present
directors,  officers or  employees  of the  Company,  or any Releasee as defined
above,  or regarding any  information Mr. Weber may have acquired (first hand or
otherwise) concerning Schwab operations,  marketing or advertising strategies or
plans, financial performance,  recruitment or retention strategies,  or internal
policies and  procedures  or any other  Schwab  information  (including  but not
limited  to  Schwab  services,   products,   or  offerings  referenced  in  this
Agreement).  Nothing  herein shall  preclude Mr. Weber from  cooperating  with a
governmental  agency or SRO, in an  investigation  initiated by such agency,  or
testifying  in a court of law if  compelled  by legal  process  to  testify as a
witness in a lawsuit in which Schwab or any Releasee is a defendant.

            16.2    Cooperation.

     Mr.  Weber  agrees not to  encourage  or assist in any  litigation  against
Schwab or any Releasee or provide testimony in any matter in which Schwab or any
Releasee has an interest unless he is required by law to do so. Mr. Weber agrees
to  cooperate  fully  with any  Releasee,  and any  corporate  affiliate  of any
Releasee,  specifically including any attorney retained by any of the Releasees,
in  connection  with any pending or future  litigation or  investigatory  matter
(including but not limited to any Schwab  investigation into Compliance or other
policy  violations)  in which  and to the  extent  Schwab  reasonably  deems his
cooperation  to be  necessary.  Mr.  Weber  acknowledges  and  agrees  that such
cooperation  may  include,  but shall in no way be limited  to, Mr.  Weber being
available for an interview with any of the  Releasees,  or any attorney or agent
retained by any of the

                                     - 6 -

Releasees,  providing to any of the Releasees any documents in his possession or
under his control  relating  to the  litigation  or  investigatory  matter,  and
providing  truthful  sworn  statements  in  connection  with the  litigation  or
investigatory  matter. Mr. Weber agrees to appear and give truthful testimony as
a witness in any judicial, administrative,  quasi-governmental, or investigatory
proceeding as requested by Schwab.  He also agrees,  upon request by Schwab,  to
provide  information  to  Schwab  that  he  learned  during  the  course  of his
employment  relationship  with  Schwab.  If Mr.  Weber is  served  with  process
concerning any matter in which Schwab or any Releasee has an interest, he agrees
to immediately  notify Schwab. Mr. Weber further agrees to travel, if necessary,
to give  testimony in any  regulatory  proceeding,  arbitration,  or litigation.
Schwab will  reimburse Mr. Weber for  reasonable  travel  expenses in accordance
with the travel policies then in effect.  This  reimbursement is for Mr. Weber's
convenience.  Schwab  confirms  its  expectation  that Mr.  Weber  will  provide
truthful information in accordance with this paragraph.

     17.    Confidential Information.  Mr. Weber acknowledges that by  reason of
his employment as Chief Executive Officer with U.S. Trust and his  participation
in the Policy and Executive Committees of the Company,  he had access to and did
receive  knowledge of Schwab's trade secrets and  proprietary  and  confidential
information   ("Confidential   Information").   Mr.   Weber   understands   that
Confidential   Information  may  be  in  any  form,  and  includes  all  copies,
reproductions,  summaries,  analyses,  or  extracts  thereof,  based  thereon or
derived therefrom,  and which is the sole and exclusive property of the Company.
Mr.   Weber   acknowledges   and  affirms  his   obligations   to  maintain  the
confidentiality of Confidential  Information and not to use it or to disclose it
to any third party in the future. Mr. Weber understands and agrees that the term
"Confidential  Information"  includes, but is not limited to, customer identity,
customer account,  information  related to the assets and obligations carried in
an account by any Company customer,  personal or business information,  customer
lists, lead information,  employee information (employment,  personal, financial
or  account  information),   employee  lists,  know-how,  previous,  current  or
contemplated products and services,  computer hardware or software configuration
or design,  research and development,  computer  passwords,  training materials,
policies  and  procedures,  research  projects,  product  designs,  plans and/or
methods  (whether  currently in use or in  development),  source  codes,  future
developments, trade and sales information and data, pricing, financial models or
formulae,  business  plans,  financial  and business  forecasts  and  estimates,
account  valuation,  information  about costs and  profits,  pricing and pricing
structure,  information  concerning the Company's or any customer's  business or
financial  affairs,  including  its  financial  books and records,  commitments,
procedures,  plans  and  prospects,  financial  products  developed  by it,  its
securities   positions,   trading   strategies,   and  current  or   prospective
transactions  or  business,  and  "inside  information,"  technical,  marketing,
business,   financial,   or  other  information  that  constitute  trade  secret
information, or information not available to competitors of the Company, the use
or  disclosure  of which might  reasonably  be  construed  to be contrary to the
interests of the Company. Mr. Weber also agrees that Confidential Information is
a valuable and unique asset that Schwab actively  protects and that unauthorized
use and/or  disclosure of  Confidential  Information  could cause  immediate and
irreparable harm to Schwab.  Notwithstanding the definition

                                     - 7 -

above, Confidential Information shall not include any information that is in its
protected  form (i) in the public domain  through no fault of an employee of the
Company  or   otherwise,   (ii)   readily  and   accurately   discernable   from
publicly-available products,  literature or other information, or (iii) approved
for disclosure by prior written  permission of any authorized  executive officer
of  Schwab  specifically   designated  by  Schwab  to  give  such  authorization
("Authorized Officer").  Mr. Weber further agrees that he will not, at any time,
assert any claim,  ownership  or other  property  interest  in any  Confidential
Information  and will not, for any purpose,  directly or  indirectly,  disclose,
reproduce,  use, or disseminate in any manner, on his own behalf or on behalf of
any other person, company or entity, any Confidential Information, unless he has
received  advance  written  consent from an Authorized  Officer or he is legally
compelled (by deposition,  interrogatory,  request for documents,  subpoena,  or
similar process) to disclose any Confidential  Information;  provided,  however,
prior to disclosing such Confidential  Information,  Mr. Weber shall give prompt
prior  written  notice  of such  requirement  so that  the  Company  may  seek a
protective order or other appropriate  remedy or waive compliance with the terms
of this Agreement.

     18.    Non-Solicitation of Employees. Mr. Weber agrees  that any attempt on
his part to induce any  employee, consultant  or  contractor  to  leave  his/her
assignment or employment  with Schwab or any Schwab entity,  or any other effort
by Mr. Weber to interfere in those relationships will be harmful and damaging to
Schwab.  Therefore,  for a period of eighteen  (18)  months from the  Separation
Date, Mr. Weber will not, at any time, up to and including November 19, 2006, in
any way  (directly or  indirectly),  on his own behalf or on behalf of any other
person or entity  solicit or attempt to solicit or induce (which shall  include,
but is not limited to, contact or communication in any manner for the purpose of
soliciting or inducing) any employee,  vendor or  independent  contractor of, or
consultant to Schwab to leave his or her  employment or  assignment.  Nothing in
this  paragraph  is  intended  to prevent  Mr.  Weber from  discussing  possible
employment  or  assignments  with  any  employee,   consultant,  or  independent
contractor  who contacts  him  directly of his or her own  volition  without Mr.
Weber's solicitation or attempted solicitation of him or her.

     19.    Non-Solicitation of Customers.   Mr.  Weber  acknowledges  that  his
positions  as Chief  Executive  Officer and  Chairman of U.S.  Trust,  Executive
Vice-President of The Charles Schwab Corporation, and his position on the Policy
and  Executive  Committee  have  been  special,   unique,  and  intellectual  in
character, have placed him in a position of particular confidence and trust with
Company  customers,  and have  given  him  unique  access  to  confidential  and
proprietary  information  concerning,  among other things, Schwab's business and
customers. Accordingly, for a period of eighteen (18) months from the Separation
Date,  Mr.  Weber will not, at any time up to and  including  November 19, 2006,
directly or  indirectly,  either for himself or for any other  person or entity,
(i) make known to any person,  firm, or corporation the names or addresses of or
any information  pertaining to the Company's customers  (including any person or
entity who during the twelve  (12)  months  prior to such time was a customer of
any Schwab  affiliate or subsidiary),  (ii) solicit or attempt to solicit (which
shall include, but is not limited to, contact or communication in any manner for
the purpose of

                                     - 8 -

soliciting or inducing) any of the Company's  customers in an attempt to divert,
transfer,  or otherwise take away business or prospective  business from Schwab,
including  without  limitation  those on whom he called or whom he  solicited or
with whom he became acquainted while engaged as an employee with the Company, or
(iii)  sell or offer to sell any  security,  retirement,  insurance  or  annuity
product or related  service to any  customer or  prospective  customer of Schwab
that  he  solicited  or  attempted  to  solicit  in  breach  of his  obligations
hereunder.  Notwithstanding the provisions of this paragraph, Mr. Weber will not
be in  violation of this  paragraph  in the event that  customers of the Company
directly  approach  Mr.  Weber to do  business  with  him,  without  him  having
solicited or attempted to solicit them, directly or indirectly.

     20.    Injunctive Relief.  Mr.  Weber  acknowledges  and  agrees  that  the
restrictions contained in Paragraphs 16, 17, 18, and 19 are material inducements
to the  Company's  willingness  to enter into this  Agreement  and  necessary to
protect  the  good  will,  trade  secrets,   and  confidential  and  proprietary
information of the Company. Mr. Weber further acknowledges that the restrictions
contained in these  Paragraphs  are  reasonable in scope and duration,  will not
prevent  him  from  earning  a  livelihood   during  the  applicable  period  of
restriction,  are necessary to protect the legitimate  interests of the Company,
and that any breach by Mr. Weber of any provision  contained in  Paragraphs  16,
17, 18, and 19 will result in  immediate  irreparable  injury to the Company for
which a remedy at law will be inadequate.  Accordingly,  Mr. Weber  acknowledges
that the Company shall be entitled to seek permanent  injunctive  relief against
him in the  event  of any  breach  or  threatened  breach  by Mr.  Weber  of the
provisions of Paragraphs  16, 17, 18, or 19 in addition to any other remedy that
may be  available  to the  Company,  whether  at law or in  equity.  In any such
proceeding, Mr. Weber waives any defense that the Company has an adequate remedy
at law or that  the  injury  suffered  as a  consequence  of the  breach  is not
irreparable.  Mr. Weber consents to the personal  jurisdiction  of the courts of
New York in any  proceeding to enforce  Paragraphs  16, 17, 18, or 19 and agrees
not to interpose any objection or defense based on lack of personal jurisdiction
or improper venue in any such  proceeding.  Mr. Weber further agrees that should
he breach the provisions of Paragraphs 16, 17, 18, or 19, it may be difficult or
impossible  to  specify  or prove  damages  as a result  of the  breach of these
provisions and therefore  agrees that he shall be liable for, in addition to the
injunctive or other relief set forth above,  twenty percent (20%) of the amounts
paid under  Paragraph  2 (i) and (ii) in  liquidated  damages for each and every
breach.  The provisions of Paragraphs 16, 17, 18, or 19 shall remain  unmodified
and in full force and effect  following the Separation Date. It is the intention
of the Parties to this Agreement that the covenants and  restrictions  set forth
in Paragraphs 15, 16, 17, and 18 be given the broadest interpretation  permitted
by law.

     21.    Return of Confidential  and  Proprietary   Information.   Mr.  Weber
acknowledges  that he has  returned  to  Schwab  any and  all  property,  files,
materials,  records, manuals, written communications,  or other items (including
hard copy and electronic documents, disks, and files) that he received, obtained
and/or  created  as part of his  employment  (excluding  information  Mr.  Weber
received about insured benefits,  welfare plans, stock option grants, restricted
share  awards,  LTIP award  agreements  (including  the plans  under which those
awards are granted), SchwabPlan Retirement

                                     - 9 -

Savings and Investment Plan, the U.S. Trust  Corporation  Employees'  Retirement
Plan,  payroll  information  regarding Mr. Weber, and letters of commendation or
special awards) or that are in his possession or control  belonging to Schwab or
any of the  Releasees,  including  but not limited to company  sponsored  credit
cards or calling  cards,  pagers,  computer  software  or  hardware,  keys,  and
identity  badges.  Mr. Weber agrees that in the event he later  locates any such
document, he will return it to Schwab immediately. The Parties agree to mutually
cooperate in the Company's  retention and protection of any material that may be
necessary in the event of future  circumstances  that require  reference to such
materials.

     22.    Credit Balances.  Mr. Weber  acknowledges  that  he has  no  unpaid,
outstanding  balance due on any corporate business credit card. Mr. Weber agrees
that if there is an unpaid  balance due on such card or cards,  he will agree to
pay it immediately.

     23.    Company Policies.  Mr. Weber confirms that, as of the Effective Date
of this Agreement, to the best of his  knowledge, he knows of no  commission  or
omission of any act by any employee or agent of the Company that constitutes, or
might  reasonably  constitute,  a violation  of the  Company's  Code of Business
Conduct and Ethics,  Compliance  Manual,  or the Company's legal  obligations of
which he is aware (or reasonably  should have been aware),  that has not already
been brought to the Company's  attention or that Mr. Weber can reasonably expect
to have been brought to the Company's  attention.  Mr. Weber agrees that he will
as  promptly  as  reasonably  possible  notify  the  Company of any such acts or
omissions to act that  occurred  during and relating to Mr.  Weber's  employment
with the Company and or come to his attention  after the Effective  Date of this
Agreement.

     24.    Corporate Approvals. The Company represents that it has obtained all
necessary Corporate approvals in order to enter this Agreement.

     25.    Agreement is Knowing and Voluntary. Mr. Weber understands and agrees
that he:

            a.    has had 21 days within which to consider this Agreement before
                  executing it;

            b.    has carefully read and fully understands all of the provisions
                  of this Agreement;

            c.    is, through this Agreement,  releasing  Schwab and  the  other
                  Releasees  from any and all claims he may have against  Schwab
                  and the other Releasees, as stated herein, that have arisen up
                  to the date of execution of this Agreement;

            d.    knowingly and voluntarily agrees to all of the terms set forth
                  in this Agreement;

                                     - 10 -

            e.    knowingly and  voluntarily  intends to be legally bound by the
                  same;

            f.    was advised, and hereby is advised in writing, to consider the
                  terms of this  Agreement  and consult  with an attorney of his
                  choice prior to executing this Agreement; and

            g.    has seven (7) days after signing this  Agreement to revoke it;
                  the Agreement will not become  effective or enforceable  until
                  the seven-day revocation period has passed.  Revocation can be
                  made by  delivering  written  notice of  revocation  to Carrie
                  Dwyer,  EVP Corporate  Oversight,  Charles Schwab & Co., Inc.,
                  101 Montgomery  Street,  SF120KNY-29-119,  San  Francisco,  CA
                  94104.  For this  revocation to be effective,  written  notice
                  must be  received  by Carrie  Dwyer no later than the close of
                  business on the seventh  (7th)  calendar  day after Mr.  Weber
                  signs this Agreement.  If Mr. Weber revokes this Agreement, it
                  shall not be effective or  enforceable  and Mr. Weber will not
                  receive the benefits provided herein.

     26.    Full and Independent Knowledge. The Parties represent that they have
discussed  thoroughly  all  aspects  of this  Agreement  with  their  respective
attorneys,  fully  understand all of the  provisions of the  Agreement,  and are
voluntarily entering into this Agreement.

     27.    No  Representations.  The  Parties   acknowledge  that,   except  as
expressly set forth herein,  no  representations  of any kind or character  have
been made to induce the execution of this Agreement.

     28.    Ownership  of   Claims.   Mr.  Weber  represents  that  he  has  not
transferred or assigned,  or purported to transfer or assign, any claim released
by this Agreement.  Mr. Weber further agrees to indemnify and hold harmless each
and all of the Releasees against any and all claims based upon,  arising out of,
or in  any  way  connected  with  any  such  actual  or  purported  transfer  or
assignment.

     29.    Non-Admission of Liability.  Neither  Party,  by  entering  into and
fulfilling this Agreement,  admits to any wrongdoing or liability and each Party
denies all allegations of wrongdoing.

     30.    Other Representations.  Mr. Weber represents  that he has no pending
claim for any  work-related  injury,  and that his is not aware of any  existing
injury that would give rise to such a claim,  whether under applicable  worker's
compensation laws or otherwise.

     31.    Governing  Law. This Agreement shall be governed by and  interpreted
under the laws of the State of New York  applicable to contracts  made and to be
performed entirely within New York.

                                     - 11 -

     32.    Arbitration.  Except with respect to judicial  injunctive  relief as
provided  in  Paragraph  20 above,  any  dispute  or breach  arising  out of the
interpretation  or performance of this Agreement shall be settled by arbitration
before  a single  arbitrator  in  accordance  with the  National  Rules  for the
Resolution of Employment Disputes of the American Arbitration Association in New
York, New York, to be administered by the American Arbitration Association,  and
judgment upon the award  rendered by the  arbitrator may be entered in any court
having  jurisdiction  thereof.  With the  exception of initial  forum fees,  the
Company shall bear all costs imposed by the American Arbitration  Association to
administer the  arbitration  including  arbitrator's  fees. The parties shall be
allowed to conduct such  discovery  as  permitted by the National  Rules for the
Resolution of Employment Disputes of the American Arbitration  Association or by
the arbitrator. At the conclusion of arbitration,  the arbitrator shall issue an
award in writing  setting  forth the basis for the award.  The  decision  of the
arbitrator  shall be final and  conclusive,  and the Parties  waive the right to
trial de novo or appeal.  Further,  the  prevailing  party  shall be entitled to
recover its reasonable costs and attorney's  fees.  Excepted from this Paragraph
is a complaint  with the EEOC,  including a  challenge  to the  validity of this
Agreement under the law, to the extent such an exception is required by law.

     33.    Waiver. The failure of any Party to insist upon strict adherence  to
any term of this  Agreement  on any  occasion  shall not be  considered a waiver
thereof or deprive  that party of the right  thereafter  to insist  upon  strict
adherence to that term or any other term of this Agreement.

     34.    Miscellaneous.

            a.    The language of all parts in this Agreement shall be construed
as a whole, according to its fair meaning,  and  not  strictly  for  or  against
either party.

            b.    Should  any  provision   in  this  Agreement  be  declared  or
determined to be illegal or invalid, the validity of the remaining parts, terms,
or provisions  shall not be affected  thereby,  and the illegal or invalid part,
term,  or provision  shall be deemed not to be part of this  Agreement,  and all
remaining provisions shall remain valid and enforceable.

            c.    This Agreement sets forth the  entire  agreement  between  the
Parties and fully  supersedes any and all prior  agreements and  understandings,
written or otherwise,  between the Parties  pertaining to the subject  matter of
this Agreement.

            d.    The headings used herein are for reference  only and shall not
affect the construction of this Agreement.

     35.    Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  by facsimile or original signature, each of which shall be deemed
an  original,  but all of  which  together  shall  constitute  one and the  same
instrument.

                                     - 12 -

     36.    Notification.  Notice to be given under  this  Agreement  to  Schwab
shall be to Carrie Dwyer, EVP Corporate  Oversight,  Charles Schwab & Co., Inc.,
101 Montgomery  Street,  SF  120KNY-29-119,  San Francisco,  CA 94104 and to Mr.
Weber at 561 Lake Avenue, Greenwich, CT 06830.

     PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.

ALAN J. WEBER                            THE CHARLES SCHWAB CORPORATION

        /s/ Alan J. Weber                By:          /s/ Jan Hier-King
--------------------------------            ------------------------------------

                                         Its:  Executive Vice President - Human
                                               Resources
                                             -----------------------------------

Date:        May 23, 2005                Date:     May 24, 2005
     ---------------------------              ----------------------


                                         By:
                                            ------------------------------------

                                         Its:
                                             -----------------------------------

                                         Date:
                                              ----------------------


                                         U.S. TRUST CORPORATION

                                         By:      Bryan Allen
                                            ------------------------------

                                         Its:  Managing Director - Human
                                               Resources
                                             -----------------------------------

                                         Date:     May 25, 2005
                                              ----------------------


                                         By:
                                            ------------------------------------

                                         Its:
                                             -----------------------------------

                                         Date:
                                              ----------------------

                                     - 13 -
</TEXT>
</DOCUMENT>
