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<IMS-DOCUMENT>0000906344-94-000005.txt : 19940526
<IMS-HEADER>0000906344-94-000005.hdr.sgml : 19940526
ACCESSION NUMBER:		0000906344-94-000005
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		19940525

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCHWAB CHARLES CORP
		CENTRAL INDEX KEY:			0000316709
		STANDARD INDUSTRIAL CLASSIFICATION:	6211
		IRS NUMBER:				943025021
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-38764
		FILM NUMBER:		94530174

	BUSINESS ADDRESS:	
		STREET 1:		101 MONTGOMERY ST
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104
		BUSINESS PHONE:		4156277000

	MAIL ADDRESS:	
		STREET 1:		101 MONTGOMERY ST
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCHWAB CHARLES R
		CENTRAL INDEX KEY:			0000923738
		STANDARD INDUSTRIAL CLASSIFICATION:	0000
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		101 MONTGOMERY STREET
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104
		BUSINESS PHONE:		41562770000
</IMS-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13D (AMENDMENT NO. 5)
<TEXT>









                                     United States
                           Securities and Exchange Commission
                                 Washington, D.C. 20549


                                      SCHEDULE 13D


                       Under the Securities Exchange Act of 1934
                                   (Amendment No. 5)


                             The Charles Schwab Corporation
                                    (Name of Issuer)


                             Common Stock ($.01 par value)
                             (Title of Class of Securities)

                                      808513-10-5
                                     (CUSIP Number)

                        Pamela E. Herlich, Assistant Secretary 
                            The Charles Schwab Corporation 
                                 101 Montgomery Street 
                                San Francisco, CA 94104
                                      415/627-7533

                        (Name, Address and Telephone Number of 
                             Person Authorized to Receive 
                              Notices and Communications)

                                      May 6, 1993
                (Date of Event which Requires Filing of this Statement)


             If the filing person has previously filed a statement on
             Schedule 13G to report the acquisition which is the subject
             of this Schedule 13D, and is filing this schedule because of
             Rule 13d-1(b)(3) or (4), check the following box [ ].

             Check the following box if a fee is being paid with the
             statement [ ].  










<PAGE>
             808513-10-5              Schedule 13D       Page 2 of 7 pages



             1    NAME OF REPORTING PERSON
                  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Charles R. Schwab  
                  ###-##-####

             2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  a [ ]
                                                                    b [ ]
             3    SEC USE ONLY

             4    SOURCE OF FUNDS
                  N/A

             5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 
                  IS REQUIRED TO ITEMS 2(d) OR 2(e)                   [ ]

             6    CITIZENSHIP OR PLACE OF ORGANIZATION
                  United States of America

                                 7    SOLE VOTING POWER 

                                      2,400,683

                                 8    SHARED VOTING POWER
             NUMBER OF SHARES
             BENEFICIALLY             12,447,771
             OWNED BY EACH
             REPORTING PERSON    9    SOLE DISPOSITIVE POWER
             WITH
                                      2,400,683

                                 10   SHARED DISPOSITIVE POWER

                                      12,447,771

             11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 
                  REPORTING PERSON
                  14,848,454

             12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                      [ ]

             13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  25.8%

             14   TYPE OF REPORTING PERSON
                  IN





<PAGE>
             808513-10-5              Schedule 13D       Page 3 of 7 pages



             All share figures in this Schedule 13D have been adjusted to
             reflect the three-for-two stock split effected in the form of
             a 50% stock dividend declared March 25, 1993 to stockholders
             of record on May 3, 1993 and distributed on June 1, 1993.

             Item 1.   Security and Issuer

             Security:      Common Stock ($.01 par value)

             Issuer:        The Charles Schwab Corporation
                            101 Montgomery Street
                            San Francisco, CA 94104

             Item 2.   Identity and Background

             a)   Charles R. Schwab

             b)   The Charles Schwab Corporation
                  101 Montgomery Street
                  San Francisco, CA 94104

             c)   Chairman, Chief Executive Officer and Director, 
                  The Charles Schwab Corporation
                  101 Montgomery Street
                  San Francisco, CA 94104

             d)   Inapplicable 

             e)   Inapplicable

             f)   United States of America

             Item 3.   Source and Amount of Funds

                       Inapplicable.

             Item 4.   Purpose of Transaction

                       The shares of Common Stock are held for personal
                       investment, except as noted in Item 5 below.  

             Item 5.   Interest in Securities of Issuer

             a)   14,848,454 shares of Common Stock representing 25.8% of
                  the Common Stock outstanding.

             b)   The 14,848,454 shares of Common Stock referred to in
                  Item 5(a) above consist of (i) 2,400,683 shares of




<PAGE>
             808513-10-5              Schedule 13D       Page 4 of 7 pages



                  Common Stock as to which Mr. Schwab has sole voting
                  power and sole dispositive power (including shares held
                  by the Trustee of the Charles Schwab Profit Sharing and
                  Employee Stock Ownership Plan and allocated to
                  Mr. Schwab's individual ESOP account; 224 shares held by
                  Mr. Schwab as custodian for his children; and 1,350
                  shares held by Mr. Schwab as trustee of the Schwab
                  Inter-Vivos Trust to which he disclaims beneficial
                  ownership); and (ii) 12,447,771 shares of Common Stock
                  as to which Mr. Schwab has shared voting power and
                  shared dispositive power (including 556,500 shares held
                  by The Charles and Helen Schwab Foundation, a nonprofit
                  public benefit corporation, as to which Mr. and
                  Mrs. Schwab, as two of three directors, have shared
                  voting and dispositive power but disclaim beneficial
                  ownership; 1,500,000 shares held by Mr. and Mrs. Schwab
                  as trustees of The Charles and Helen Schwab Living
                  Trust; 9,651,100 shares held by Mr. and Mrs. Schwab as
                  community property; 318,345 shares held by Mr. and
                  Mrs. Schwab as joint tenants; and 406,926 shares held by
                  Mrs. Schwab).  

             c)   The following transactions in Common Stock were effected
                  by Mr. Schwab since the filing of Amendment No. 4 to his
                  Schedule 13D dated February 18, 1992:

     Date of        # of Shares      Nature of       Price Per   Where and
     Transaction    of Common Stock  Transaction     Per Share   How Effected

     8/11/92           30,000        Disposition      N/A        Gift
     8/11/92           30,000        Disposition      N/A        Gift
     8/11/92           15,000        Disposition      N/A        Gift
     11/20/92         135,000        Sale             $15.50     Open Market
     11/20/92          10,200        Sale             $15.75     Open Market
     11/20/92           4,800        Sale             $15.883    Open Market
     11/23/92          28,950        Sale             $15.167    Open Market
     11/23/92           3,900        Sale             $15.25     Open Market
     11/23/92          15,000        Sale             $15.417    Open Market
     11/24/92          79,650        Sale             $15.167    Open Market
     11/24/92          22,500        Sale             $15.25     Open Market
     11/24/92         120,000        Sale             $15.33     Open Market
     11/24/92          15,600        Sale             $15.417    Open Market
     11/24/92          14,400        Sale                        Open Market
     12/23/92          30,000        Disposition      N/A        Gift
     12/29/92         225,000        Sale             $4.447     Exercise of
                                                                 private call 
                                                                 option 
     5/6/93            28,500        Disposition      N/A        Gift



<PAGE>
             808513-10-5              Schedule 13D       Page 5 of 7 pages




                  In addition, during the period July 2, 1991 through
                  December 31, 1992, a total of 1,557 shares of Common
                  Stock were allocated by the Trustee of the Charles
                  Schwab Profit Sharing and Employee Stock Ownership Plan
                  (the "Plan") to the Plan account of Mr. Schwab.  

             d)   No other person has the right to receive or the power to
                  direct the receipt of dividends from, or the proceeds
                  from the sale of, the shares of Common Stock
                  beneficially owned by Mr. Schwab, except for The Charles
                  and Helen Schwab Foundation, as noted in Item 5(b)
                  above.   

             e)   Inapplicable.

             Item 6.   Contracts Arrangements, Understandings or
                       Relationships with Respect to the Securities of the
                       Issuer                                             

             1.   Registration Rights and Stock Restriction Agreement,
                  date as of March 31, 1987 between Charles Schwab and CL
                  Acquisition  Corporation, requires that share transfers
                  be made in accordance with state and Federal securities
                  laws and subject to protection of the issuer's rights
                  and further provides for registration rights in certain
                  circumstances.  

             2.   In April 1989, Charles R. Schwab granted to David S.
                  Pottruck an option to purchase from Mr. Schwab 100,000
                  shares of Common Stock at a price of $10 pre share,
                  vesting at the rate of 25% as of April 1, 1990 and of
                  April 1 each year thereafter until fully vested and
                  exercisable during the period from April 1, 1993 through
                  March 31, 1998, pursuant to a Stock Option Agreement
                  dated April 1989 (the "Call Option").

                  On December 23, 1992, Mr. Schwab and Mr. Pottruck
                  entered into a First Amendment to Stock Option
                  Agreement, pursuant to which the Call Option became
                  fully vested and exercisable as of December 23, 1992.

                  On December 29, 1992, the Call Option was exercised in
                  full by Mr. Pottruck.

             3.   Secured Demand Promissory Note, dated January 10, 1992,
                  by Charles R. Schwab and Helen O. Schwab in the





<PAGE>
             808513-10-5              Schedule 13D       Page 6 of 7 pages



                  principal amount of $650,000 secured by 60,000 shares of
                  Common Stock.  
              
             4.   Non-Qualified Stock Option Agreement, dated as of
                  September 16, 1992 between The Charles Schwab
                  Corporation and Charles R. Schwab pursuant to the 1992
                  Stock Option and Award Plan.  

             5.   Secured Demand Promissory Note, dated December 8, 1992,
                  by Charles R. Schwab and Helen O. Schwab in the
                  principal amount of $4,000,000 secured by 500,000 shares
                  of Common Stock.  

             6.   On February 25, 1993, Charles R. Schwab and Helen O.
                  Schwab, grantors of The Charles and Helen Schwab Living
                  Trust (the "Living Trust"), transferred 1,000,000 shares
                  of Common Stock into the Living Trust.  Section 8.2.1 of
                  the Living Trust provides that if neither Mr. nor
                  Mrs. Schwab is serving as Trustee, three designated
                  individuals will receive a general proxy to vote all
                  shares of Common Stock held pursuant to the Living
                  Trust.  

             Item 7.   Exhibits

             1.   Registration Rights and Stock Restriction Agreement,
                  dated as of March 31, 1987, between Charles R. Schwab
                  and CL Acquisition Corporation.*

             2.   Stock Option Agreement dated April 1989 between
                  Charles R. Schwab and David S. Pottruck.**

             3.   Secured Demand Promissory Note, dated January 10, 1992,
                  by Charles R. Schwab and Helen O. Schwab for
                  $650,000.***

             4.   Form of Non-Qualified Stock Option Agreement, dated as
                  of September 16, 1992, between The Charles Schwab
                  Corporation and Charles R. Schwab.  

             5.   Secured Demand Promissory Note, dated December 8, 1992,
                  by Charles R. Schwab and Helen O. Schwab for $4,000,000.

             6.   First Amendment to Stock Option Agreement dated April
                  1989, dated December 23, 1992.

             7.   Section 8.2.1 of The Charles and Helen Schwab Living
                  Trust.




<PAGE>
             808513-10-5              Schedule 13D       Page 7 of 7 pages



             *    Incorporated by reference to Exhibit 1 to Mr. Schwab's
                  Schedule 13D dated September 22, 1987.

             **   Incorporated by reference to Exhibit 4 to Amendment
                  No. 1 to Mr. Schwab's Schedule 13D dated January 20,
                  1991.

             ***  Incorporated by reference to Exhibit No. 5 to Amendment
                  No. 4 to Mr. Schwab's Schedule 13D dated February 18,
                  1992.

                  After reasonable inquiry and to the best of my knowledge
             and belief, I certify that the information set forth in this
             statement is true, complete and correct.  


             May __, 1994
             Date


             ___________________________
             Charles R. Schwab 

<PAGE>
                                     EXHIBIT INDEX

             Item 7.   Exhibits

             1.   Registration Rights and Stock Restriction Agreement,
                  dated as of March 31, 1987, between Charles R. Schwab
                  and CL Acquisition Corporation.*

             2.   Stock Option Agreement dated April 1989 between
                  Charles R. Schwab and David S. Pottruck.**

             3.   Secured Demand Promissory Note, dated January 10, 1992,
                  by Charles R. Schwab and Helen O. Schwab for
                  $650,000.***

             4.   Form of Non-Qualified Stock Option Agreement, dated as
                  of September 16, 1992, between The Charles Schwab
                  Corporation and Charles R. Schwab.  

             5.   Secured Demand Promissory Note, dated December 8, 1992,
                  by Charles R. Schwab and Helen O. Schwab for $4,000,000.

             6.   First Amendment to Stock Option Agreement dated April
                  1989, dated December 23, 1992.

             7.   Section 8.2.1 of The Charles and Helen Schwab Living
                  Trust.

             *    Incorporated by reference to Exhibit 1 to Mr. Schwab's
                  Schedule 13D dated September 22, 1987.

             **   Incorporated by reference to Exhibit 4 to Amendment
                  No. 1 to Mr. Schwab's Schedule 13D dated January 20,
                  1991.

             ***  Incorporated by reference to Exhibit No. 5 to Amendment
                  No. 4 to Mr. Schwab's Schedule 13D dated February 18,
                  1992.
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<DESCRIPTION>FORM OF NON-QUAL.STOCK EX.4 TO SCH.13D (AMEND.#5)
<TEXT>









                             THE CHARLES SCHWAB CORPORATION
                               1992 STOCK INCENTIVE PLAN

                          NONSTATUTORY STOCK OPTION AGREEMENT



                       THIS AGREEMENT, entered into as of September 16,
             1992 between THE CHARLES SCHWAB CORPORATION, a Delaware
             corporation (the "Company"), and Charles Schwab (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 (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, it is agreed as follows:


             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 225,000 Common Shares for the sum of $19.625 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 Office of the Corporate Secretary of 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.



                                          -1-
<PAGE>







                       (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 September 15, 2000.


             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.  This Option shall become exercisable
             by the Optionee with respect to the total number of Common
             Shares subject to this Option as set forth under Section 1(a)
             above (the "Total Award Common Shares") on the following
             vesting schedule (check only one box), subject to the
             continued employment of the Optionee by the Company or its
             subsidiaries on each date either set forth below or
             determined with reference to the Date of Grant:

                  [ ]  100% of the Total Award Common Shares immediately
                       as of the Date of Grant.

                  [ ]  On the schedule attached hereto as Exhibit A.

                  [X]  In annual increments of twenty-five percent (25%)
                       of the Total Award Common Shares beginning on the
                       first anniversary of the Date of Grant, such that
                       (i) no portion of this Option will be exercisable
                       prior to such first anniversary of the Date of
                       Grant; (ii) upon and after such first anniversary
                       of the Date of Grant, the Optionee may purchase up
                       to twenty-five percent (25%) of the Total Award
                       Common Shares; (iii) upon the second, third and
                       fourth anniversaries of the Date of Grant,
                       respectively, the Optionee may purchase an
                       additional twenty-five percent (25%) of the Total
                       Award Common Shares, so that this Option shall
                       become fully exercisable, subject to the Optionee's
                       continued employment with the Company or its
                       subsidiaries, on the fourth anniversary of the Date
                       of Grant.



                                          -2-
<PAGE>







                       (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, all
             of the remaining Common Shares subject to this Option.


             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 Office of the Corporate Secretary of
             the Company 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 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 a
             certificate or certificates for the Common Shares as to which
             this Option has been exercised, registered in the name of the
             person exercising this Option.  The Company shall cause such
             certificate or certificates to be delivered to or upon the
             order 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.  Upon the
             Optionee's termination of employment with the Company and its
             subsidiaries for any reason, whether as a result of death,
             Permanent Disability or any other involuntary or voluntary
             event of termination (including a termination 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 the expiration date specified in
             Section 1(d) or the first (1st) anniversary of the date of



                                          -3-
<PAGE>







             such a Termination Event, provided that if as of the date of
             such a Termination Event the Optionee has been continuously
             employed by the Company or any of its subsidiaries for at
             least seven (7) years, then this Option shall expire on the
             earlier of the expiration date specified in Section 1(d) or
             the second (2nd) anniversary of the date of such a
             Termination Event.


             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



                                          -4-
<PAGE>







             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
             recipient of any payment or distribution under the Plan shall
             make arrangements satisfactory to the Company for the
             satisfaction of any withholding tax obligations that arise by
             reason of such payment or distribution.  The Company shall
             not be required to make such payment or distribution until
             such obligations are 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 certificates for 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
             to the Optionee's employment contract, if any.

                       (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
             Office of the Corporate Secretary of the Company.




                                          -5-
<PAGE>







                       (e)  Entire Agreement.  This Agreement and the Plan
             constitute the entire agreement between the parties hereto
             with regard to the subject matter hereof.

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

                       (c)  "Permanent Disability" shall mean that the
             Optionee is unable to engage in any substantial gainful
             activity by reason of any medically determinable physical or
             mental impairment which has lasted, or can be expected to
             last, for a continuous period of not less than twelve (12)
             months or which can be expected to result in death.

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

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


                       IN WITNESS WHEREOF, the Company has caused this
             Agreement to be executed on its behalf by its officer duly
             authorized to act on behalf of the Committee, and the
             Optionee has personally executed this Agreement.

                                           THE CHARLES SCHWAB CORPORATION


                                           By:                            

                                           Its:                           

                                           Company's Address:

                                           101 Montgomery Street
                                           San Francisco, California 94104






                                          -6-
<PAGE>







                                           OPTIONEE



                                                                          
                                           Charles Schwab

                                           Optionee's Address:

                                           [deleted]

                                           Optionee's Social Security
                                           Number:

                                           [deleted]






































             052394/f-420931:/W1/144806

                                          -7-
<PAGE>







                                    SPOUSAL CONSENT

                       The undersigned ("Consenting Spouse") is the spouse
             of the Optionee, referred to in the attached Stock Option
             Agreement, and has read and understood the 1992 Stock
             Incentive Plan.  The Consenting Spouse hereby consents to the
             Agreement and to the sale of the Shares, and agrees to
             cooperate in enabling his or her spouse to meet all
             obligations provided in the Stock Option Agreement.  The
             Consenting Spouse is aware that by the provision of the
             Agreement, Optionee agrees to sell all of his or her Shares,
             including any community interest of the Consenting Spouse in
             the Shares, on the occurrence of certain events.  The
             Consenting Spouse understands that the Company is relying
             upon this consent in entering into this Agreement and is not
             taking further steps to protect its interests.



             _____________________                                        
             DATE                          Spouse


































                                          -8-
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<DESCRIPTION>SECURED PROM.NOTE EX.#3 TO SCH. 13D (AMEND. #5)
<TEXT>









                             SECURED DEMAND PROMISSORY NOTE

             $4,000,000.00                              New York, New York

                                                          December 8, 1992



                       ON DEMAND, the undersigned (the "Borrower") hereby
             promises to pay to the order of Morgan Guaranty Trust Company
             of New York (the "Bank") the principal amount of Four Million
             Dollars ($4,000,000) and to pay interest on the unpaid
             principal amount hereof from time to time outstanding from
             the date hereof until paid in full.

             (Check one)    ___  at the rate of ___________% per annum
                             X   at a fluctuating rate per annum equal to
                                 6% above the Prime Rate (which presently
                                 is _____%) in effect from time to time,
                                 but subject to any limitations on the
                                 rate of interest imposed by applicable
                                 law.  The term "Prime Rate", as used
                                 herein, shall mean the rate of interest
                                 publicly announced by the Bank in New
                                 York City form time to time as its Prime
                                 Rate.

                       Interest on the principal amount hereof outstanding
             during each calendar month shall be payable monthly in
             arrears on the 1st day of each month, and upon payment in
             full.  Principal and interest shall be payable in lawful
             money of the United States of America at the office of the
             Bank at 23 Wall Street, New York, New York 10015.

                       To secure payment of this Note, and of any other
             liability or liabilities of the Borrower to the holder
             hereof, due or to become due, or that may hereafter be
             contracted or existing, howsoever acquired by the holder, the
             Borrower has transferred, pledged, given a security interest
             in and delivered to the Bank the following property:

                  500,000 shares of the Charles Schwab Corporation Stock

             and any deposit or other sums at any time credited by or due
             from the holder to the Borrower and any securities or other
             property of the Borrower in the possession of the holder
             hereafter called "Collateral."

                       In case of a decline in the market value of the
             Collateral or any part thereof, the holder may demand that
             additional Collateral of quality and value satisfactory to it
             be delivered, pledged, and transferred to it, and that the



                                          -1-
<PAGE>







             Borrower create a security interest in the additionally
             delivered Collateral in favor of the holder.

                       Upon the nonpayment of principal or interest when
             due hereunder, or upon nonpayment of any other liability of
             the Borrower to the holder when due, or if the holder deems
             the Collateral to be insufficient by reason of the decline in
             the market value of any of the Collateral, the holder shall
             have the rights and remedies provided in the Uniform
             Commercial Code in force in New York at the date of execution
             of this Note and in addition to, in substitution for, in
             modification of, or in conjunction with those rights and
             remedies provided in the Uniform Commercial Code in force in
             New York at the date of execution of this Note and in
             addition to, in substitution for, in modification of, or in
             conjunction with those rights and remedies, the holder or its
             agents may, in its discretion, _______, assign and deliver
             all or any part of the Collateral at any broker's board or at
             public or private sale ______out notice or advertisement, and
             __________ become purchasers at any public sale or at any
             broker's board, and, if notice to the Borrower is required by
             law, give written notice to the Borrower five days prior to
             the date of public sale of the Collateral or prior to the
             date after which private sale of the Collateral will be made
             by mailing such notice to the address designated by the
             Borrower with his signature below; and, if the Collateral
             includes insurance policies with a cash surrender value,
             securities, instruments, or documents which will be redeemed
             by the issuer upon surrender, the holder may realize upon
             such Collateral without notice to the Borrower.  The Borrower
             agrees that the proceeds of the disposition of the Collateral
             may be applied by the holder to the satisfaction of the
             liabilities of the Borrower to the holder in any order of
             preference which the holder, in its sole discretion, chooses,
             and that the excess, if any, shall be returned to the
             Borrower, who shall continue liable to the holder for any
             deficiency remaining with interest thereon.  The waiver of
             any default, or the remedying of any default in a reasonable
             manner, shall not operate as a waiver of the default remedies
             or any other prior or subsequent default.

                       The holder shall have no duty with reference to the
             Collateral except to use reasonable care in its custody and
             preservation, which shall not include any steps necessary to
             preserve rights against prior parties nor the duty to send
             notices, perform services, or take any action in connection
             with the management of the Collateral.  The holder may at any
             time transfer the Collateral to its own name or the name of
             one of its nominees and may at any time demand, sue for,
             collect or make any compromise or settlement with reference
             to the Collateral as the holder in its sole discretion
             chooses.  The holder may remove the Collateral or any part of



                                          -2-
<PAGE>







             it from the state or country in which it may at any time be
             held to any other state or country, and may there deal with
             it as provided in this Note.

                       If any of the Collateral is released to the
             Borrower, the Borrower agrees to execute whatever financing
             or other statements and security agreements or trust receipts
             are required to continue the holder's security interest in
             the Collateral.

                       If this Note is not paid in full upon demand, the
             Borrower agrees to pay all costs and expenses of collection,
             including reasonable attorneys' fees.

                       Each and every party to this Note, either as maker,
             endorser, guarantor, accommodation party, or otherwise,
             hereby waives presentment, notice of dishonor and protest
             with respect to this Note, and assents to any extension or
             postponement of the time of payment or other indulgence and
             to any substitution, exchange or release of Collateral
             granted or permitted by the holder.

                       Should the Bank negotiate or assign this Note, it
             may deliver the property held as Collateral or any part of it
             to the transferee, who shall thereupon become the holder and
             the Bank shall thereafter be fully discharged from any
             responsibility with respect to that Collateral.

                       The undersigned, if more than one, shall be jointly
             and severally liable hereunder and the term "Borrower" shall
             mean the undersigned or any one or more of them and their
             heirs, executors, administrators, successors, or assigns.

                       The Borrower shall have the right, at any time or
             from time to time, without penalty or premium, to repay all
             or part of the unpaid balance of this Note.

                       This Note shall be governed by and construed in
             accordance with the laws of the State of New York.

                                 Signature                                
                                           Charles R. Schwab


                                                                          
                                           Helen O. Schwab


                                 Address   [deleted]






                                          -3-
<PAGE>







                                        GUARANTY

                       The undersigned (jointly and severally if more than
             one) guarantee(s) the payment of this Note and consent(s) and
             agree(s) to the terms and conditions of the Note.

                       As security for the performance of this Guaranty,
             the holder is given a security interest in any and all
             deposits or property of the undersigned now or at time
             hereafter directly or indirectly in the possession or under
             the control of the holder.

                       This Guaranty shall be governed by and construed in
             accordance with the laws of the State of New York.



                                                                          
                                                Charles R. Schwab



                                                                          
                                                Helen O. Schwab































                                          -4-
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<DESCRIPTION>1ST AMEND TO STOCK OPT. EX.#6 TO SCH.13D (AMEND.5)
<TEXT>









                                   FIRST AMENDMENT TO
                                 STOCK OPTION AGREEMENT


                       THIS FIRST AMENDMENT to that certain Stock Option
             Agreement dated April 1989 (the "Option Agreement") by and
             between Charles R. Schwab ("Seller") and David S. Pottruck
             ("Holder"), is entered into on December 23, 1992, with
             reference to the following:

                  A.   The Option Agreement relates to the purchase by
                       Holder from Seller of 150,000 (post-split) shares
                       of the common stock (the "Shares") of The Charles
                       Schwab Corporation (the "Company") at a price
                       (post-split) of $6.67 per Share, pursuant to an
                       option granted by Seller to Holder (the "Option");
                       and

                  B.   Seller and Holder mutually desire to amend the
                       Option Agreement on the terms and conditions set
                       forth below.

                  NOW THEREFORE, in consideration of the mutual premises
             and covenants contained herein, and other good and valuable
             consideration which the parties hereby acknowledge, the
             parties hereto agree as follows:

                       1.   Paragraph 2 of the Option Agreement is hereby
             amended to provide that all of the Shares subject to the
             Option will become fully vested as of the date of this
             Amendment.

                       2.   Paragraph 3(a) of the Option Agreement is
             hereby amended to provide that the Exercise Period will begin
             on the date of this Amendment (rather than April 1, 1993) and
             will end on March 31, 1998, subject to the other limitations
             set forth in said paragraph 3(a).

                       3.   Seller hereby represents and warrants, for the
             benefit of both Holder and the Company, that Seller acquired
             the Shares pursuant to a registration statement under the
             Securities Act of 1933, as amended (the "Act") and that the
             Shares are not subject to that certain Registration Rights
             and Stock Restriction Agreement entered into by and between
             Seller and the Company (under its former name "CL Acquisition
             Corporation") on March 31, 1987.

                       4.   In light of paragraph 3 above, Seller hereby
             waives any requirement that Holder deliver to the Company an
             executed Registration Rights and Stock Restriction Agreement
             relating to the Shares, and Holder hereby acknowledges that
             he will not have any rights to have the Shares registered by



                                          -1-
<PAGE>







             the Company for resale, pursuant to the Registration Rights
             and Stock Restriction Agreement or otherwise.

                       5.   Paragraph 8(b) of the Option Agreement is
             hereby amended to add the following provision:

                            Holder is an "accredited investor" within the
                  meaning of Rule 501(a) of Regulation D promulgated under
                  the Act, and Holder is able to bear the economic risk of
                  his investment in the Shares and is able to afford the
                  complete loss of such investment.

                       6.   Holder hereby represents and warrants, to and
             for the benefit of both Seller and the Company, that the
             representations, warranties and acknowledgements contained in
             paragraph 8(b) of the Option Agreement (as amended herein)
             are true and correct as of the date of this Amendment.  

                       7.   Seller and Holder acknowledge and agree that
             counsel to the Company may rely on the respective
             representations, warranties and acknowledgements of Seller
             and Holder set forth in the Notice of Exercise that Holder
             will execute and deliver to Seller in connection with the
             exercise of the Option and in the Option Agreement (as
             amended herein) in rendering an opinion to the transfer agent
             of the Company with respect to certain matters in connection
             with the transfer of the Shares from Seller to Holder upon
             such exercise.

                       8.   Except as specifically modified by this
             Amendment, all of the terms, covenants, conditions, rights
             and obligations set forth in the Option Agreement are hereby
             ratified and affirmed and will remain in full force and
             effect.  Words and phrases defined in the Option Agreement
             will have the same meaning when used in this Amendment.  

                       9.   This Amendment may be executed in
             counterparts, each of which will be deemed an original, and
             taken together will constitute one and the same instrument.


                       IN WITNESS WHEREOF, the parties hereto have
             executed and delivered this Amendment as of the day and date
             first set forth above.


             "SELLER"                      "HOLDER"


             _________________________     ___________________________
             Charles R. Schwab             David S. Pottruck




                                          -2-
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<DESCRIPTION>SECTION 8.2.1 EX. #7 TO SCH. 13D (AMEND. #5)
<TEXT>









             Section 8.2.1 of The Charles and Helen Schwab Living Trust


                  8.2.1 Special Trustees:  Charles Schwab Corporation. 
             Notwithstanding the foregoing provisions, if neither grantor
             is serving as a Trustee, the Trustee of each trust hereunder
             serving from time to time is directed to grant a general
             proxy to vote all shares of stock of Charles Schwab
             Corporation, or successor entity, to those living from time
             to time, and able to serve, of the following three
             individuals:  C. PRESTON BUTCHER, GEORGE R. ROBERTS and LARRY
             STUPSKI.  Said individuals, or those or the one of them
             living and able to serve from time to time, shall in effect
             be Special Trustees of the trusts hereunder, for the purposes
             of voting said stock for benefit of such trusts.  While three
             of them are so serving, they shall act by majority vote.  If
             only two of them are so serving, they shall act by unanimous
             vote.  





































             051094/1-420931:___/44/144092              
<PAGE>
</TEXT>
</DOCUMENT>
</IMS-DOCUMENT>
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