Exhibit 10.211

                         THE CHARLES SCHWAB CORPORATION
                  ANNUAL EXECUTIVE INDIVIDUAL PERFORMANCE PLAN
                   RESTATED AND AMENDED AS OF JANUARY 1, 2000

         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
Co-Chief Executive Officers.
         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 Co-Chief
Executive  Officers,  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.  Payment shall generally be made in cash;  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;  provided that the number of shares and stock options granted in any year
pursuant to this sentence,  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 1% of the outstanding shares of the Company.
         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.