UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                November 21, 2005
                Date of Report (Date of earliest event reported)



                         THE CHARLES SCHWAB CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)





            Delaware                      1-9700               94-3025021
  (State or other jurisdiction          Commission          (I.R.S. Employer
of incorporation or organization)      File Number        Identification Number)



                   120 Kearny Street, San Francisco, CA 94108
              (Address of principal executive offices and zip code)
       Registrant's telephone number, including area code: (415) 627-7000




     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))


                         THE CHARLES SCHWAB CORPORATION


Item 1.01     Entry into a Material Definitive Agreement

William L. Atwell Separation Agreement
- --------------------------------------

On November 21, 2005, at a meeting of the Compensation Committee of the Board of
Directors (the Committee) of The Charles Schwab Corporation (CSC), the Committee
approved  the  following  key terms of a  separation  agreement  with William L.
Atwell in  connection  with his  retirement  as  Executive  Vice  President  and
President - Individual Investor:

- -    Mr.  Atwell is deemed to have  stepped  down as an  officer  of CSC and its
     subsidiaries  (collectively  referred to as the Company),  from all Company
     directorships  he holds,  and from CSC's  Policy and  Executive  Committees
     effective  November 8, 2005.  Mr.  Atwell's last day of employment  will be
     December 31, 2005.

- -    Mr. Atwell is entitled to a lump-sum payment of $975,000.

- -    Previous  awards to Mr. Atwell  totaling the following  amounts will become
     fully vested and, in the case of stock options,  fully exercisable:  92,000
     restricted shares,  250,000 stock options and 1,450,000 Long-Term Incentive
     Plan units.  Mr.  Atwell will have three months after  December 31, 2005 to
     exercise vested stock options.

- -    Mr.  Atwell is  eligible  to receive an annual  bonus for 2005 based on his
     existing target bonus percentage of 150% of base salary,  actual enterprise
     and corporate  performance  for 2005,  and the  pre-approved  corporate and
     enterprise  performance  matrices  for 2005 under the  Corporate  Executive
     Bonus Plan, adjusted for all bonuses earned and paid during 2005.

- -    The Company's obligations to provide the foregoing benefits and payments to
     Mr.  Atwell  pursuant  to  the  separation  agreement  are  subject  to the
     satisfaction  by  Mr.  Atwell  of  certain   post-termination   obligations
     including a release and waiver of claims.







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                         THE CHARLES SCHWAB CORPORATION


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      THE CHARLES SCHWAB CORPORATION
                                                   (Registrant)


Date:  November 28, 2005                           /s/ Christopher V. Dodds
       -----------------                           ----------------------------
                                                   Christopher V. Dodds
                                                   Executive Vice President and
                                                   Chief Financial Officer


























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