Exhibit 10.192

                         THE CHARLES SCHWAB CORPORATION
                            1992 STOCK INCENTIVE PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT



     THIS  AGREEMENT is entered into as of GRANT DATE between THE CHARLES SCHWAB
CORPORATION, a Delaware corporation (the "Company"), and NAME (the "Optionee").


                              W I T N E S S E T H:

     WHEREAS,  the Board has adopted and the  stockholders  of the Company  have
approved The Charles Schwab  Corporation  1992 Stock  Incentive Plan, as amended
(the  "Plan")  in order to  provide  selected  Key  Employees  and  Non-Employee
Directors with an opportunity to acquire Common Shares; and

     WHEREAS,  the Committee has determined  that the Optionee is a Key Employee
and that it would be in the best  interests of the Company and its  stockholders
to grant the stock option  described  in this  Agreement  (the  "Option") to the
Optionee as an  inducement to enter into or remain in the service of the Company
or its  subsidiaries and as an incentive for  extraordinary  efforts during such
service:

     NOW,  THEREFORE,  the Optionee and the Company agree to the  provisions set
forth in this Agreement.  The Optionee 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 exercising an Option granted hereunder.


SECTION 1. GRANT OF OPTION.

     (a) Option.  On the terms and conditions  stated below,  the Company hereby
grants to the Optionee the option to purchase NQ Common Shares for the amount of
$XX.XX per Common Share (the  "Exercise  Price"),  which is agreed to be 100% of
the Fair Market Value thereof on the Date of Grant.  The number of Common Shares
subject to this Option and the  Exercise  Price  shall be subject to  adjustment
under certain limited circumstances as provided in Article 10 of the Plan.

     (b) 1992 Stock Incentive Plan. This Option is granted pursuant to the Plan,
the provisions of which are incorporated into this Agreement by reference, and a
copy of which is available  upon  request at no charge to the Optionee  from the
Company.  In the event of any  inconsistency  between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall prevail.

     (c) Tax  Treatment.  This Option is not intended to qualify as an incentive
stock option described in Section 422(b) of the Code.

     (d) Expiration Date.  Notwithstanding any other provision contained herein,
this Option shall expire not later than the date immediately preceding the tenth
anniversary of the Date of Grant.


SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION.

     Except as otherwise provided in this Agreement or as permitted by the Plan,
this  Option,  and any interest  therein,  shall not be  transferred,  assigned,
pledged or  hypothecated  in any way (whether by operation of law or  otherwise)
and shall not be subject to sale under execution, attachment or similar process.


SECTION 3. RIGHT TO EXERCISE OPTION.

     (a) Vesting. So long as the Optionee remains employed by the Company or its
subsidiaries,  and subject to the  remaining  provisions  of this Section 3, the
Optionee will acquire the right to exercise this Option (become  "Vested" in the
Option) on the following dates and in the following amounts:

                                     Percentage of     Cumulative Percentage of
             Vesting Date           Award That Will          Award Vested
                                        Vest
- --------------------------------------------------------------------------------
 1st Anniversary of Grant Date           25%                     25%
 2nd Anniversary of Grant Date           25%                     50%
 3rd Anniversary of Grant Date           25%                     75%
 4th Anniversary of Grant Date           25%                    100%

The number of  Options  that are vested at any time will be the number of Shares
in this  Option,  multiplied  by the  Cumulative  Percentage  of  Award  Vested,
determined under this table.

     (b) Minimum Number of Shares. This Option shall be exercisable for at least
100 Common Shares  (without regard to adjustments to the number of Common Shares
subject to this Option  pursuant to Article 10 of the Plan) or, if less, (i) the
number of shares  with  respect to which this  Option  has become  vested  under
Section 3(a) above,  or (ii) all of the remaining  Common Shares subject to this
Option.

     (c) Full  Vesting on Change in Control.  Notwithstanding  subparagraph  (a)
hereof,  this Option shall become fully exercisable as to the Total Award Common
Shares immediately  preceding any Change in Control with respect to the Company.
In the event that the Committee determines that a Change in Control is likely to
occur,  the Company  shall so advise the  Optionee,  and the  provisions of this
subparagraph  (c) shall  take  effect as of the date ten (10) days  prior to the
anticipated date of such Change in Control.

     (d) Accelerated Vesting in Certain Cases.  Notwithstanding subparagraph (a)
hereof,  if  the  Optionee  terminates  employment  with  the  Company  and  its
subsidiaries on account of death or Disability,  all options  granted  hereunder
shall become fully exerciseable,  and if the Optionee terminates employment with
the Company and its  subsidiaries on account of Retirement,  all options granted
hereunder shall become fully exerciseable, but only if such Retirement occurs at
least two (2) years after the date of grant.

     (e)  Vesting  Contingent  on  Satisfactory   Performance.   Notwithstanding
subparagraph  (a)  hereof,   the  continued   accrual  of  vesting  pursuant  to
subparagraph (a) is contingent upon the Optionee's satisfactory job performance,
and the Company may, in its sole discretion, upon notice to the Optionee suspend
or delay the  vesting of Options  hereunder  for any period of time in the event
that the Company  determines,  within its sole  discretion,  that the Optionee's
performance is unsatisfactory.

     (f) Suspension of Vesting During Certain Leaves of Absence. Notwithstanding
subparagraph  (a)  hereof,   the  continued   accrual  of  vesting  pursuant  to
subparagraph  (a)  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.

     (g)  Delayed   Vesting  for  Part  Time  Work   Schedule.   Notwithstanding
subparagraph (a) hereof,  if at the time of the Grant, the Optionee 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  set  forth  in
subparagraph (a) will be delayed by one year. In addition,  if subsequent to the
time of Grant, the Optionee 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.

SECTION 4. EXERCISE OF OPTION.

     (a) Notice of Exercise.  The Optionee or the Optionee's  representative may
exercise this Option by giving  written  notice to the Company (or its designee)
pursuant to Section 9(d). The notice shall specify the election to exercise this
Option, the date of exercise,  the number of Common Shares for which it is being
exercised  and the form of payment.  The notice shall be signed by the person or
persons exercising this Option. In the event that this Option is being exercised
by the representative of the Optionee,  the notice shall be accompanied by proof
satisfactory  to the  Company of the  representative's  right to  exercise  this
Option.  The  Purchase  Price  for  Common  Shares  shall be paid in a form that
conforms  to  Sections  6.1  through  6.3 of the Plan at the time such notice is
given.

     (b) Issuance of Shares.  After  receiving a proper notice of exercise,  the
Company shall cause to be issued the Common  Shares so purchased,  registered in
the name of the person exercising this Option.

SECTION 5. TERM.

     (a) Basic Term. This Option shall in any event expire on the date specified
in Section 1(d).

     (b)  Termination of  Employment.  Subject only to the provisions of Section
3(d),  upon the Optionee's  termination  of employment  with the Company and its
subsidiaries  for any reason,  whether as a result of a voluntary or involuntary
event of termination of employment (including a termination of employment as may
be provided for or determined under an employment contract, if any, entered into
between the Company or its  subsidiary  and the Optionee)  (each, a "Termination
Event"),  no unvested portion of the Total Award Common Shares  thereafter shall
vest or become exercisable. With respect to the vested or exercisable portion of
the Total Award Common Shares as of the date of such a Termination  Event,  this
Option  shall  expire on the earlier of (i) the  expiration  date  specified  in
Section 1(d) or (ii) whichever of the following is  applicable:  (A) in the case
of a Termination  Event  resulting from death or  Disability,  the date one year
following  such  Termination  Event;  (B) in the  case  of a  Termination  Event
resulting from Retirement,  the date two years following such Termination Event;
or (C) in all other cases,  the date three (3) months following such Termination
Event.

     (c)  Divestment  of  Options.  Notwithstanding  anything  to  the  contrary
contained herein,  this Option shall immediately  become forfeited and expire in
the event that the Company  terminates the  Optionee's  employment on account of
conduct  inimical  to the best  interests  of the  Company,  including,  without
limitation,  conduct  constituting a violation of law or Company policy,  fraud,
theft, conflict of interest, dishonesty or harassment. The determination whether
the Optionee's  employment has been terminated on account of conduct inimical to
the best  interests  of the  Company  shall be made by the  Company  in its sole
discretion.


SECTION 6. LEGALITY OF INITIAL ISSUANCE.

     No Common  Shares shall be issued upon the  exercise of this Option  unless
and until the Company has determined that:

     (a) A registration  statement for the Common Shares is effective  under the
Securities Act or an exemption from the  registration  requirements  thereof has
been perfected;

     (b) Any  applicable  listing  requirement  of any stock  exchange  on which
Common Shares are listed has been satisfied; and

     (c) Any  other  applicable  provisions  of state or  federal  law have been
satisfied.


SECTION 7. NO REGISTRATION RIGHTS.

     The Company  may, but shall not be  obligated  to,  register or qualify the
Common  Shares  for  resale  or other  disposition  by the  Optionee  under  the
Securities Act or any other applicable law.



SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES.

     (a)  Restrictions.  Regardless  of whether the  offering and sale of Common
Shares under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state,  the Company may
impose  restrictions  upon the sale,  pledge or other  transfer  of such  Common
Shares  (including the placement of appropriate  legends on stock  certificates)
if, in the  judgment of the  Company  and its  counsel,  such  restrictions  are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law.

     (b) Investment Intent at Exercise.  If the Common Shares under the Plan are
not  registered  under the  Securities  Act but an exemption is available  which
requires an  investment  representation  or other  representation,  the Optionee
shall  represent  and agree at the time of exercise that the Common Shares being
acquired upon exercising this Option are being acquired for investment,  and not
with a view to the sale or  distribution  thereof,  and shall  make  such  other
representations  as are deemed  necessary or  appropriate by the Company and its
counsel.

     (c)  Administration.  Any  determination  by the Company and its counsel in
connection  with  any of the  matters  set  forth  in this  Section  8 shall  be
conclusive and binding on the Optionee and all other persons.


SECTION 9. MISCELLANEOUS PROVISIONS.

     (a) Withholding Taxes. To the extent required by applicable federal, state,
local or foreign law, the Optionee shall make  arrangements  satisfactory to the
Company for the  satisfaction of any  withholding tax obligations  that arise by
reason of the  exercise of an Option  hereunder,  and no Option may be exercised
unless such obligation is satisfied.

     (b)  Rights as a  Stockholder.  Neither  the  Optionee  nor the  Optionee's
representative shall have any rights as a stockholder with respect to any Common
Shares  subject to this Option until such Common  Shares have been issued in the
name of the Optionee or the Optionee's representative.

     (c) No Employment  Rights.  Nothing in this Agreement shall be construed as
giving the  Optionee  the right to be  retained as an employee of the Company or
its  subsidiaries.  The Company  reserves the right to terminate the  Optionee's
employment at any time for any reason,  subject only to the terms of any written
employment contract entered into between the Company and the Optionee.

     (d) Notice.  Any notice  required by the terms of this  Agreement  shall be
given in writing and shall be deemed  effective  upon personal  delivery or upon
deposit with the  appropriate  postal  service,  by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement,  or at such
other  address  as such party may  designate  by ten (10) days  advance  written
notice to the other party to this Agreement.  Notwithstanding the foregoing,  no
notice of exercise, as required by Section 4(a), shall be effective until actual
receipt thereof by the Company or its designee.

     (e) Entire  Agreement.  This  Agreement and the Plan  constitute the entire
agreement  between the parties  hereto with regard to the subject matter hereof;
provided,  however,  that in the event of any  inconsistency or conflict between
any  provision  hereof  and the terms of the Plan,  the terms of the Plan  shall
control.

     (f) Choice of Law.  This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of California,  as such laws are applied
to contracts entered into and performed in such State.

SECTION 10. DEFINITIONS.

     (a) Capitalized  terms defined in the Plan shall have the same meaning when
used in this Agreement.

     (b) "Change in Control"  shall mean the  occurrence of any of the following
events  after the  effective  date of the Plan as set out in Section 15.1 of the
Plan:

          (1) A change in control required to be reported  pursuant to Item 6(e)
of Schedule 14A of Regulation 14A under the Securities  Exchange Act of 1934, as
amended (the "Exchange Act");

          (2) A change in the  composition  of the Company's  Board of Directors
(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;

          (3) 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.

     (c) "Common Share" shall mean one share of the common stock of the Company.

     (d) "Date of Grant"  shall  mean the date of this  Agreement,  which is the
date first written above.

     (e) "Fair  Market  Value"  shall mean the market  price of a Common  Share,
determined by the Committee as follows:

          (1) 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;

          (2) 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;

          (3) 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

          (4) 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.

     (f) "Purchase Price" shall mean the Exercise Price multiplied by the number
of Common Shares with respect to which this Option is being exercised.

     (g)  "Retirement"  shall mean a  termination  of employment of the Optionee
occurring at any time after the  Optionee  (i) has attained  fifty (50) years of
age, and (ii) completed  seven (7) years of service,  as determined  pursuant to
the terms of the SchwabPlan Retirement Savings and Investment Plan.

     (h)  "Securities  Act" shall mean the  Securities  Act of 1933, as amended.