Exhibit 10.212










                         The Charles Schwab Corporation

                         Corporate Executive Bonus Plan

                (Amended and Restated, effective January 1, 2000)





<PAGE>


I.       Purposes

         The purposes of this Corporate  Executive  Bonus Plan (the "Plan") are:
         (a) to provide  greater  incentive for key  executives  continually  to
         exert their best  efforts on behalf of The Charles  Schwab  Corporation
         (the   "Company")  by  rewarding   them  for  services   rendered  with
         compensation  that is in addition  to their  regular  salaries;  (b) to
         attract  and  to  retain  in  the  employ  of the  Company  persons  of
         outstanding competence; and (c) to further the identity of interests of
         such  employees  with  those of the  Company's  stockholders  through a
         strong performance-based reward system.

II.      Form of Awards

         1.    Incentive  compensation awards under this Plan shall be generally
               granted in cash, less any applicable  withholding taxes; 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. The number of shares
               and stock options  granted in any year,  when added to the number
               of shares and stock options granted for such year pursuant to the
               Company's Annual Executive Individual  Performance Plan, shall in
               no event exceed .5% of the outstanding shares of the Company.

III.     Determination of Awards

         1.    Incentive    awards    for    participants    other    than   the
               President/Co-Chief   Executive   Officer   shall  be   determined
               quarterly according to a Corporate Performance Payout Matrix that
               shall  be  adopted  at  the   beginning   of  each  year  by  the
               Compensation   Committee   of  the   Board  of   Directors   (the
               "Committee").  The  Management  Committee  Corporate  Performance
               Payout  Matrix  shall use net  revenue  growth  and  consolidated
               pretax  profit margin as the  financial  performance  criteria to
               determine  awards.  Awards  shall be  defined by  reference  to a
               target percentage of base salary  determined,  from time to time,
               by the Committee.  Payouts  described in this subsection shall be
               calculated and paid on a quarterly  basis,  based on year-to-date
               performance  compared with the comparable period in the preceding
               year.

         2.    With  respect to payments  made  pursuant to Section  III.1,  the
               amount of base salary  included in the  computation  of incentive
               awards shall not exceed 250% of the base salary in effect for the
               officer  holding the same or  substantially  similar  position on
               March 31, 2000. In addition,  for all participants other than the
               President/Co-Chief  Executive  Officer,  (i) the  maximum  target
               incentive  percentage  shall be 100% of base  salary and (ii) the
               maximum award shall be 400% of the participant's target award.

         3.    Incentive  awards for the  President/Co-Chief  Executive  Officer
               shall be determined in  accordance  with a Corporate  Performance
               Payout Matrix that shall be adopted at the beginning of each year
               by   the   Committee.   The   Committee   shall   determine   the
               President/Co-Chief Executive Officer's award each year, up to the
               maximum  amount  defined  by the  matrix  for a  given  level  of
               performance. This matrix may, if the Committee deems appropriate,
               differ from that  described in  Subsection  III.1.  However,  the
               performance  criteria  shall be the same as  referred  to  above.
               Payouts for the  President/Co-Chief  Executive  Officer  shall be
               made on an annual basis,  based on the Company's  results for the
               full year.

         4.    The maximum  award  payable for the  President/Co-Chief Executive
               Officer  under this plan shall be no more than 500% of his target
               incentive  award. The target incentive amount shall be determined
               each  year by the  Committee,  but may  not  exceed  500% of base
               salary. The amount of base salary taken into account for purposes
               of  computing  the target incentive  award may not exceed 250% of
               the  President/Co-Chief  Executive  Officer's  base  salary as of
               March 31, 2000.

         5.    Notwithstanding anything to the contrary  contained in this Plan,
               the Committee shall have the power,  in its sole  discretion,  to
               reduce  the  amount  payable  to any Participant (or to determine
               that no amount shall be payable to such Participant) with respect
               to  any  award  prior to the time the amount otherwise would have
               become payable  hereunder. In  the event of such a reduction, the
               amount of such reduction shall not increase  the amounts  payable
               to other participants under the Plan.

IV.      Administration

         1.    Except as  otherwise  specifically  provided,  the Plan  shall be
               administered  by the  Committee.  The Committee  members shall be
               appointed pursuant to the Bylaws of the Company,  and the members
               thereof  shall be  ineligible  for  awards  under  this  Plan for
               services performed while serving on said Committee.

         2.    The  decision  of the  Committee  with  respect to any  questions
               arising  as  to  interpretation   of  the  Plan,   including  the
               severability of any and all of the provisions thereof,  shall be,
               in its  sole  and  absolute  discretion,  final,  conclusive  and
               binding.

V.       Eligibility for Awards

         1.    Awards  under the Plan may be granted by the  Committee  to those
               employees who have  contributed  the most in a general way to the
               Company's  success by their  ability,  efficiency,  and  loyalty,
               consideration being given to ability to succeed in more important
               managerial  responsibility  in the  Company.  This is intended to
               include the President/Co-Chief  Executive Officer, Vice Chairmen,
               Executive Vice Presidents,  and from time to time,  certain other
               officers having comparable positions.

               No award may be  granted  to a member of the  Company's  Board of
               Directors  except for  services  performed  as an employee of the
               Company.

         2.    Except in the event of retirement,  death,  or disability,  to be
               eligible  for an  award an  employee  shall  be  employed  by the
               Company as of the date awards are  calculated and approved by the
               Committee under this Plan.

         3.    For purposes of this Plan, the term  "employee"  shall include an
               employee of a corporation or other business  entity in which this
               Company  shall  directly  or  indirectly  own  50% or more of the
               outstanding voting stock or other ownership interest.

VI.      Awards

         1.    The Committee shall determine each year the payments,  if any, to
               be made  under the Plan.  Awards for any  calendar  year shall be
               granted  not  later  than  the end of the  first  quarter  of the
               calendar year, and payments pursuant to the Plan shall be made as
               soon as practicable after the close of each calendar quarter (or,
               in the case of the President/Co-Chief  Executive Officer, as soon
               as practicable after the close of each calendar year).

         2.    Upon the  granting of awards  under this Plan,  each  participant
               shall  be  informed  of  his or her  award  by his or her  direct
               manager  and  that  such  award  is  subject  to  the  applicable
               provisions of this Plan.

VII.     Deferral of Awards

         1.    A participant in this Plan who is also eligible to participate in
               The Charles Schwab  Corporation  Deferred  Compensation  Plan may
               elect to defer payments pursuant to the terms of that plan.

VIII.    Recommendations and Granting of Awards

         1.    Recommendations  for awards shall be made to the Committee by the
               Co-Chief  Executive  Officers,  except that,  with respect to the
               President/Co-Chief Executive Officer,  recommendations for awards
               shall be made solely by the Chairman/Co-Chief Executive Officer.

         2.    Any award shall be made in the sole  discretion of the Committee,
               which shall take final action on any such award.  No person shall
               have a right to an award under this Plan until  final  action has
               been taken granting such award.

IX.      Amendments and Expiration Date

         While it is the  present  intention  of the  Company  to  grant  awards
         annually,  the  Committee  reserves  the right to modify this Plan from
         time  to  time  or to  repeal  the  Plan  entirely,  or to  direct  the
         discontinuance  of granting  awards either  temporarily or permanently;
         provided,  however,  that no modification of this plan shall operate to
         annul, without the consent of the beneficiary, an award already granted
         hereunder; provided, also, that no modification without approval of the
         stockholders  shall increase the maximum amount which may be awarded as
         hereinabove provided.

X.       Miscellaneous

         All expenses and costs in  connection  with the  operation of this Plan
         shall be borne by the  Company  and no part  thereof  shall be  charged
         against the awards  anticipated by the Plan.  Nothing  contained herein
         shall be  construed  as a  guarantee  of  continued  employment  of any
         participant  hereunder.  This Plan shall be  construed  and governed in
         accordance with the laws of the State of California.