EXHIBIT 10.189

                    ANNUAL EXECUTIVE INDIVIDUAL PERFORMANCE PLAN
                     RESTATED AND AMENDED AS OF JANUARY 1, 1998
                                          
     The Annual Executive Individual Performance Plan (the "Plan") provides 
for the payment of annual bonuses to Participants consisting of executive 
officers of The Charles Schwab Corporation (the "Company"), other than the 
Chairman, Vice Chairman and President. 

     The Compensation Committee of the Board of Directors (the "Committee") 
shall select the executive officers who will participate in the Plan.  The 
amount available for payments under the Plan will consist of the sum of two 
components.  The first component is an amount equal to the sum of the bonuses 
payable to each Participant for the year pursuant to the Corporate Executive 
Bonus Plan (the "Formula Plan Bonus Total").  The second component is 
calculated by multiplying the sum of (i) the first component, plus (ii) the 
Formula Bonus Plan Total, by 60%.  For purposes of calculating both 
Components, the Formula Plan Bonus Total shall be increased by any reductions 
in distributions determined by the Committee pursuant to Article III, Section 
5 of the Corporate Executive Bonus Plan, and, at the discretion of the 
Committee, the Formula Plan Bonus Total may be recomputed by excluding from 
the calculation of the Company's net revenue growth or consolidated pre-tax 
profit margin the amount of any items of income and expense that the 
Committee determines to be extraordinary (such as the impact of mergers and 
acquisitions during the year and other one-time nonoperating items).

     The Committee shall determine the amounts to be paid to the Participants 
hereunder.  Such determination shall be based on the Committee's evaluation, 
in its sole discretion and upon the recommendation of the Chairman and 
President, of the Participant's individual contribution to the attainment of 
the Company's performance objectives.  The Committee has the discretion to 
pay out less than the total amount available for payment hereunder. 

     All amounts payable pursuant to the Plan shall be paid within the first 
ninety (90) days of the year following the year in which they are earned; 
however, a recipient who is eligible to participate in The Charles Schwab 
Corporation Deferred Compensation Plan may elect to defer payments pursuant 
to the terms of that plan.  



     The Plan is administered by the Committee.  All decisions regarding the 
operation of the Plan and payments thereunder shall be made by the Committee, 
in its sole and absolute discretion, which decisions shall be final, 
conclusive and binding.  The Committee may amend or terminate the Plan at any 
time and for any reason, without stockholder approval.  Nothing contained 
herein shall be construed as a guarantee of continued employment of any 
participant hereunder. The Plan shall be construed and governed in accordance 
with the laws of the State of California.   









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