Exhibit 10.191

                         THE CHARLES SCHWAB CORPORATION
                            1992 STOCK INCENTIVE PLAN
                        RESTRICTED SHARES AWARD AGREEMENT

     THIS  AGREEMENT is entered into between The Charles Schwab  Corporation,  a
Delaware corporation (the "Company") and xxxxxxxxxxxxx (the "Employee").

WITNESSETH:

     WHEREAS,  the Company has adopted The Charles Schwab Corporation 1992 Stock
Incentive  Plan (the  "Plan"),  which  provides for the  granting of  restricted
shares of Common Stock of the Company ("Restricted  Shares") to key employees of
the Company and its Subsidiaries; and

     WHEREAS,  the  Compensation  Committee  of the  Board of  Directors  of the
Company (the  "Committee"),  which is responsible for the  administration of the
Plan,  has  authorized  the  granting  of an award of  Restricted  Shares to the
Employee, effective as of GRANT DATE; and

     WHEREAS, this Agreement is prepared in conjunction with and pursuant to the
terms of the Plan and, although all of the terms of the Plan and the definitions
used in this Plan have not been set forth herein, such terms and definitions are
incorporated  herein  and  made a part  hereof  by  reference,  and,  except  as
otherwise  expressly stated herein,  the provisions of the Plan shall govern any
interpretation of this Agreement; and

     WHEREAS,  the  Employee has  accepted  the grant of  Restricted  Shares and
agreed to the terms and conditions hereinafter stated;


     NOW,  THEREFORE,  the Employee and the Company agree to the  provisions set
forth in the Agreement.  The Employee signifies  agreement with all of the terms
and conditions of this Agreement by failing to provide written  objection to the
Company  to any of the  terms  hereunder  within  30  days  of  receipt  of this
Agreement,  and in any event by accepting any dividends paid with respect to the
Restricted Shares granted hereunder.

     1. Grant of Restricted  Shares.  The Company hereby grants to the Employee,
as a separate incentive in connection with his or her employment and not in lieu
of any salary or other cash  compensation  for his or her services,  an award of
xxxxxx  Restricted  Shares,  effective GRANT DATE,  subject to all the terms and
conditions in this Agreement and the Plan.

     2. Restriction on Transfer.  The Restricted Shares awarded pursuant to this
Agreement  shall be issued in the name of The Employee and held by the Secretary
of the Company as escrow agent (the "Escrow  Agent"),  and, except to the extent
specifically provided herein, shall not be sold, transferred, otherwise disposed
of,  pledged or otherwise  hypothecated  until the date such  Restricted  Shares
become vested  pursuant to paragraph 3 hereof (the  "Restriction  on Transfer").
The Company may  instruct  the  transfer  agent for its Common  Stock to place a
legend on the certificates  representing the Restricted Shares or otherwise note
its records as to the  restrictions  on transfer set forth in this Agreement and
the Plan. The  certificate  or  certificates  representing  such shares shall be
delivered  by the Escrow  Agent to The  Employee  only  after the shares  become
vested on the date  specified  in  paragraph  3 and  after  all other  terms and
conditions in this Agreement have been satisfied. Notwithstanding the foregoing,
to the extent  specifically  permitted by the Plan, the Restricted Shares may be
transferred  by gift,  subject to the  Restriction  on Transfer  and the vesting
conditions set forth herein.

     3. Vesting of Shares. The Restricted Shares awarded by this Agreement shall
become  vested as follows:  Effective as of the date hereof (the "Grant  Date"),
the  Restricted  Shares  shall be 0% vested.  If the  Employee is employed for a
continuous  period  beginning  on the  date  hereof  and  ending  on  the  third
anniversary of the Grant Date, 50% of the Restricted Shares shall become vested.
If the Employee shall continue to be employed for a continuous  period ending on
the fourth  anniversary  of the Grant Date, an additional  50% of the Restricted
Shares shall become vested,  so that at such time all of the  Restricted  Shares
subject to this Agreement shall be then vested.  Notwithstanding  the foregoing,
in the  event of the  Employee's  death or  Disability,  100% of the  Restricted
Shares shall be then vested, and in the event of the Employee's Retirement after
the second anniversary of the Grant Date, 100% of the Restricted Shares shall be
then vested. For purposes of this Agreement, Retirement shall mean a termination
of  employment  of the  Employee at any time after the Employee (i) has attained
fifty (50) years of age, and (ii) has completed  seven (7) years of service,  as
determined  pursuant  to the terms of the  Charles  Schwab  Profit  Sharing  and
Employee Stock  Ownership  Plan.  Notwithstanding  the foregoing,  however,  the
accrual of vesting  pursuant to this paragraph is contingent upon the Employee's
satisfactory job performance,  and the Company may, in its sole discretion, upon
notice to the Employee,  suspend or delay the vesting of the  Restricted  Shares
hereunder  for any  period of time in the  event  that the  Company  determines,
within its sole discretion,  that the Employee's  performance is unsatisfactory.
Moreover,  the continued  accrual of vesting pursuant to this paragraph shall be
suspended  during  the  period  of time in which the  Optionee  is on a leave of
absence of more than six months for any reason  other than (i) medical  reasons,
(ii) pregnancy disability, (iii) a leave qualifying under the Family and Medical
Leave Act, or (iv) workers' compensation. Moreover, if at the time of the Grant,
the  Employee  is working a  part-time  work  schedule of less than 30 hours per
week,  and such  part-time work schedule is expected to continue for a period of
at least one year from the date such  part-time  work  schedule  commenced,  all
vesting  dates will be delayed by one year.  In addition,  if  subsequent to the
time of Grant, the Employee changes to a part-time work schedule of less than 30
hours per week,  and such part-time work schedule is expected to continue for at
least one year,  all  future  vesting  dates not yet  reached at the time of the
change  will be  delayed by one year.  Upon the  vesting  of  Restricted  Shares
hereunder,  the certificate or certificates  representing such Restricted Shares
shall be delivered to the Employee.

     4. Change in Control. Upon the determination of the Committee that a Change
in Control of the Company has occurred,  or in the event of the  liquidation  or
dissolution of the Company,  the Restricted Shares shall become fully vested and
the Restriction on Transfer shall be lifted, notwithstanding any other provision
of this  Agreement,  and  the  certificate  or  certificates  representing  such
Restricted Shares shall be delivered to the Employee.

     5.  Discretion  of Committee.  The  Committee  may decide,  in its absolute
discretion, to lift at any time the Restriction on Transfer or to accelerate the
vesting  of  the  Restricted   Shares,   and  the  certificate  or  certificates
representing such Restricted Shares shall be delivered to the Employee.

     6. Delivery of Shares to Estate of Deceased  Employee.  Any distribution or
delivery to be made to the Employee under this Agreement  shall, if the Employee
is then deceased,  be made to the Employee's estate in accordance with the terms
of Section 7.5 of the Plan.

     7. Conditions to Issuance of Shares.  The Restricted Shares  deliverable to
the Employee may be either  previously  authorized but unissued shares or issued
shares  which have been  reacquired  by the  Company.  The Company  shall not be
required  to  issue  any  certificate  or  certificates  for  Restricted  Shares
hereunder prior to fulfillment of all of the following conditions:

          (a) The admission of such shares to listing on all stock  exchanges on
which such class of stock is then listed;

          (b) The completion of any registration or other  qualification of such
shares under any State or federal law or under the rulings or regulations of the
Securities and Exchange  Commission or any other  governmental  regulatory body,
which the  Committee  shall,  in its  absolute  discretion,  deem  necessary  or
advisable;

          (c) The obtaining of any approval or other clearance from any State or
federal  governmental  agency,  which  the  Committee  shall,  in  its  absolute
discretion, determine to be necessary or advisable; and

          (d) The lapse of such reasonable  period of time following the date of
the grant of the  Restricted  Shares as the Committee may establish from time to
time for reasons of administrative convenience.


     Neither the Employee nor any person  claiming under or through the Employee
shall  be, or have any of the  rights or  privileges  of, a  stockholder  of the
Company in respect of any Restricted  Shares  deliverable  hereunder  unless and
until certificates  representing such shares shall have been issued, recorded on
the records of the Company or its transfer  agents or registrars,  and delivered
to the  Employee or the Escrow  Agent.  Except as provided in paragraph 8, after
such issuance, recordation and delivery, the Employee shall have all rights of a
stockholder  of the Company  with respect to voting such  Restricted  Shares and
receipt of dividends and distributions on such Restricted Shares.

     8. Certain  Adjustments to Shares. In the event that as a result of a stock
dividend, stock split, reclassification, recapitalization, combination of shares
or the  adjustment in capital stock of the Company or otherwise,  or as a result
of a merger,  consolidation,  spin-off or other  reorganization,  the  Company's
Common Stock shall be increased,  reduced or otherwise changed, and by virtue of
any such change the Employee shall in his or her capacity as owner of Restricted
Shares which have been awarded to him or her (the "Prior Shares") be entitled to
new or  additional  or  different  shares or  securities  (other  than rights or
warrants to purchase securities),  such new or additional or different shares or
securities  shall  thereupon be considered to be Restricted  Shares and shall be
subject to all of the conditions and  restrictions  which were applicable to the
Prior Shares  pursuant to the Plan. If the Employee  receives rights or warrants
with  respect  to any  Prior  Shares,  such  rights or  warrants  may be held or
exercised by the Employee,  provided that until such exercise any such rights or
warrants and after such exercise any shares or other securities  acquired by the
exercise of such rights or warrants shall be considered to be Restricted  Shares
and shall be  subject  to all of the  conditions  and  restrictions  which  were
applicable  to the Prior  Shares  pursuant  to the Plan.  The  Committee  in its
absolute  discretion at any time may lift the  Restriction on Transfer of all or
any portion of such new or additional  shares of stock or securities,  rights or
warrants to purchase  securities or shares or other  securities  acquired by the
exercise of such rights or warrants.

     9. Contribution of Par Value to Capital of the Company. Notwithstanding the
provisions  of Section  7.2 of the Plan,  the  Company  will  contribute  to the
capital of the  Company on behalf of the  Employee,  as an Award  recipient,  an
amount equal to the par value of the  Restricted  Shares  issued to the Employee
hereunder.

     10. Tax Withholding.  To the extent required by applicable federal,  state,
local or foreign law, the Employee shall make  arrangements  satisfactory to the
Company for the  satisfaction of any  withholding tax obligations  that arise by
reason of the  awarding or vesting of the  Restricted  Shares  hereunder,  or by
reason of any  election  made by the Employee  pursuant to Section  83(b) of the
Internal Revenue Code, and no Share certificates shall be issued to the Employee
unless such obligation is satisfied.

     11.  Plan Shall  Control.  This  Agreement  is subject to all the terms and
provisions  of the Plan.  In the event of a conflict  between any  provisions of
this  Agreement and any provisions of the Plan, the provisions of the Plan shall
govern.  Terms used in this  Agreement  that are not  defined in this  Agreement
shall have the meaning set forth in the Plan.

     12.  Powers  of the  Committee.  The  Committee  shall  have  the  power to
interpret  and construe the Plan and this  Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent
therewith  and to interpret or revoke any such rules.  All actions taken and all
interpretations  and determinations made by the Committee in good faith shall be
final and binding upon the Employee,  the Employee's estate, the Company and all
other interested  persons. No member of the Committee shall be personally liable
for any action,  determination or interpretation made in good faith with respect
to the Plan or this Agreement.

     13. No Effect on Other Benefit Plans. Nothing herein contained shall affect
the  Employee's  right to  participate  in and  receive  benefits  under  and in
accordance with the then current  provisions of any pension,  insurance or other
Employee welfare plan or program of the Company or any Subsidiary.

     14. Nonassignability.  So long as the Restriction on Transfer is in effect,
except to the extent  specifically  permitted by this Agreement,  the Restricted
Shares herein granted and the rights and privileges  conferred  hereby shall not
be  transferred,  assigned,  pledged  or  hypothecated  in any way  (whether  by
operation or law or otherwise) and shall not be subject to sale under execution,
attachment or similar  process.  Upon any attempt to transfer,  assign,  pledge,
hypothecate  or  otherwise  dispose  of such  award or any  right  or  privilege
conferred hereby,  contrary to the provisions hereof, or upon any attempted sale
under  any  execution,  attachment  or  similar  process  upon  the  rights  and
privileges  conferred hereby, such award and the rights and privileges conferred
hereby shall immediately become null and void.

     15.   Successors   and   Assigns.   Subject  to  the   limitation   on  the
transferability of the Restricted Shares contained herein,  this Agreement shall
be  binding  upon  and  inure  to the  benefit  of the  heirs,  legatees,  legal
representatives, successor and assigns of the Employee and the Company.

     16. Notices.  Any notice to be given to the Company under the terms of this
Agreement  shall be addressed to the Company,  in care of its Secretary,  at 101
Montgomery Street, San Francisco,  California 94104, or at such other address as
the Company may  hereafter  designate in writing.  Any notice to be given to the
Employee shall be addressed to the Employee at the address set forth beneath the
Employee's  signature  hereto,  or at such  other  address as the  Employee  may
hereafter  designate  in writing.  Any such notice  shall be deemed to have been
duly given if and when  enclosed in a properly  sealed  envelope,  addressed  as
aforesaid,  registered  or  certified  and  deposited,  postage and registry fee
prepaid, in a United States post office.

     17.  Severability.  In the event that any provision of this Agreement shall
be held invalid or  unenforceable,  such provision  shall be severable from, and
such  invalidity or  unenforceability  shall not be construed to have any effect
on, the remaining provisions of this Agreement.

     18. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of California.