Exhibit 10.267




                         THE CHARLES SCHWAB CORPORATION
                            2004 STOCK INCENTIVE PLAN
                      NOTICE OF RESTRICTED STOCK UNIT AWARD

     You have been granted the  following  restricted  stock units  representing
shares of Common Stock of The Charles Schwab  Corporation  ("Schwab")  under the
Charles Schwab Corporation 2004 Stock Incentive Plan (the "Plan"):

     Name of Grantee:                   _________________________________

     Total Number of Units Granted:     _________________________________

     Grant Date:                        __________ ___, _________



     You and Schwab agree that these units are granted under and governed by the
terms and  conditions of the Plan,  The Charles  Schwab  Corporation  Directors'
Deferred  Compensation  Plan and the Restricted Stock Unit Agreement,  which are
made a part of this notice.  Please review the  Restricted  Stock Unit Agreement
carefully,  as it explains the terms and  conditions  of these units.  You agree
that Schwab may deliver  electronically  all  documents  relating to the Plan or
these  units  (including,  without  limitation,  prospectuses  required  by  the
Securities  and  Exchange  Commission)  and all other  documents  that Schwab is
required to deliver to its stockholders. Unless you provide written objection to
Schwab  within 30 days of your receipt of this  notice,  you agree to all of the
terms and conditions of this notice, the restricted stock unit agreement and the
Plan.


                         THE CHARLES SCHWAB CORPORATION
                            2004 STOCK INCENTIVE PLAN
                         RESTRICTED STOCK UNIT AGREEMENT


Vesting             These restricted stock units have been issued under the Plan
                    pursuant to your deferral  election under The Charles Schwab
                    Corporation   Directors'  Deferred  Compensation  Plan  (the
                    "Deferred  Compensation  Plan")  and are  fully  vested  and
                    non-forfeitable at all times.

Nature of Units     Your units are mere bookkeeping entries. They represent only
                    Schwab's  unfunded and unsecured  promise to issue shares of
                    Schwab  Common Stock on a future date. As a holder of units,
                    you have no  rights  other  than  the  rights  of a  general
                    creditor of Schwab.

Voting Rights and   Your units carry no voting  rights.  Any  dividends  paid on
Dividend Rights     shares of Schwab  Common  Stock  shall be credited to you as
                    additional  Restricted Stock Units.  Otherwise,  you have no
                    rights as a Schwab  stockholder until your units are settled
                    by issuing shares of Schwab Common Stock.

Settlement of       Your units will be settled in  accordance  with the terms of
Units               the Deferred  Compensation  Plan. At the time of settlement,
                    you will receive one share of Schwab's Common Stock for each
                    unit.

Other Terms and     Your units will be governed by all of the  applicable  terms
Conditions          and conditions of the Deferred  Compensation Plan, which are
                    made part of this Agreement.

Restrictions on     You agree not to sell any  shares at a time when  applicable
Resale              laws, Schwab policies or an agreement between Schwab and its
                    underwriters prohibit a sale. This restriction will apply as
                    long as your service  continues  and for such period of time
                    after the termination of your service as Schwab may specify.

Adjustments         In the event of a stock split, a stock dividend or a similar
                    change in Schwab  stock,  the  number of your  units will be
                    adjusted  accordingly,  as Schwab may determine  pursuant to
                    the Plan.

The Plan and        The text of the Plan and the Deferred Compensation Plan (the
Other Agreements    "Plans") are  incorporated  in this  Agreement by reference.
                    This   Agreement  and  the  Plans   constitute   the  entire
                    understanding  between you and Schwab regarding these units.
                    Any prior agreements, commitments or negotiations concerning
                    these units are  superseded.  This  Agreement may be amended
                    only by another written  agreement,  signed by both parties.
                    If  there  is any  inconsistency  or  conflict  between  any
                    provision of this Agreement and the Plans,  the terms of the
                    Plans will control.


                            BY ACCEPTING THIS AWARD,
                  YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
                        DESCRIBED ABOVE AND IN THE PLAN.

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