SCHWAB CHARLES CORP
EXHIBIT 10_239
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10_239.txt
<DESCRIPTION>EXHIBIT 10_239
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                                                                  Exhibit 10.239





                         The Charles Schwab Corporation

                  Annual Executive Individual Performance Plan

                 (Restated to include amendments approved at the
                 Annual Meeting of Stockholders on May 13, 2002)




<PAGE>


I.   Purposes

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

II.  Form of Awards

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

III. Determination of Awards

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

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


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

IV.  Administration

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

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

V.   Eligibility for Awards

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

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

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

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

VI.  Awards

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

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

VII. Deferral of Awards

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

VIII.Recommendations and Granting of Awards

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

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

IX.  Amendments and Expiration Date

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

X.   Miscellaneous

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


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