Restatement of Assignment and License – Schwab

RESTATEMENT OF ASSIGNMENT AND LICENSE

Preamble.

This is a restatement of the Assignment and License made the 31^st
day of March, 1987, and the Amendment thereof made as of July 30, 1987, by and
between CL Acquisition Corporation, a Delaware corporation, The Charles Schwab
Corporation, a Delaware corporation, Charles Schwab & Co., Inc., a
California corporation, and Charles R. Schwab, an individual. For purposes of
this restatement, the parties are referred to herein by their present names: The
Charles Schwab Corporation, formerly CL Acquisition (“CS Corp.”); Schwab
Holdings, Inc., formerly The Charles Schwab Corporation (“Holdings, Inc.”);
Charles Schwab & Co., Inc. (“Schwab, Inc.”); and Charles R. Schwab
(“Schwab”).

The parties hereby agree as follows:

1. Definitions. In this Agreement:

a. “Name” means “Schwab” and each name and mark based thereon or derived
therefrom including, without limitation, Schwab, C. Schwab, C.R. Schwab, Charles
Schwab, Charles R. Schwab, Chuck Schwab, Schwab One, Schwab Tech, CRS, and the
corporate names The Charles Schwab Corporation and Charles Schwab & Co.,
Inc.

b. “Likeness” means any photograph, portrait, drawing or other image or
likeness of Schwab, however reproduced, and whether still, single, multiple or
moving.

c. “Financial Services Business” means the business in which Schwab, Inc. is
currently engaged and any additional and related business in which CS Corp.,
Holdings, Inc. and/or Schwab, Inc. are permitted to engage from time to time
during the term of this Agreement under applicable statutes or by the rules,
regulations or orders of those regulatory agencies to which such entities are
from time to time subject.

d. “Permitted Assignees and Licensees” means persons and entitles who have
been assigned or licensed the right to use the Name and/or Likeness as permitted
in Section 9 hereof.

e. “Employment Agreement” means that certain Employment Agreement of even
date with the Assignment and License under the terms of which Schwab agrees to
perform certain services on behalf of CS Corp.

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f. “Involuntary Termination,” “Cause” and “Voluntary Termination” will have
the same meaning as “involuntary termination,” “cause,” and “voluntary
termination,” respectively, in the Employment Agreement.

g. “Loan Agreement” means that certain “Loan Agreement dated as of March 31,
1987 between CS Corp. as Borrower, The Banks herein named as the Banks, and
Security Pacific National Bank, as the Agent.”

h. “Obligations,” “Bank,” “Agents,” “Loan Documents” will all have the same
meaning as in the Loan Agreement.

i. “Restricted Period” means that period beginning with the date of the
Assignment and License and ending on the earlier of (i) eight years from the
date of the Assignment and License and (ii) the first date when all Obligations
are fully paid.

2. Assignment and License Back. Schwab hereby assigns to CS Corp. all
service mark, trademark and trade name rights in and to the Name and Likeness as
defined below as well as all good will associated therewith. CS Corp. hereby
grants back to Schwab the perpetual, unrestricted, ongoing, exclusive,
irrevocable license to use the Name and Likeness throughout the world for
activities other than the Financial Services Business.

3. Reversion. In the event CS Corp. and all Permitted Assignees and
Licensees shall all cease using the Name while Schwab still lives, all rights
granted to CS Corp. with respect thereto shall revert to Schwab without further
act or deed. In the event CS Corp. and all Permitted Assignees and Licensees
shall all cease using the Likeness while Schwab still lives, all rights granted
to CS Corp. with respect thereto shall revert to Schwab without further act or
deed.

4. Representations by Schwab. Schwab represents that, except as
provided in this Agreement, no person or organization is authorized, permitted
or licensed by Schwab to use the Name and/or the Likeness in conjunction with
any Financial Services Business, and Schwab agrees that he will not directly,
nor indirectly through any other person or organization, use the Name and/or
Likeness in conjunction with any such business or authorize, permit, or license
any other party to use the Name or the Likeness in conjunction with any such
business, other than as permitted by Section 5 hereof.

5. Employment; Payment; Expansion of License.

5.1 As used in this Section 5:

a. “Purchase Payment” means three-tenths of one percent (0.3%) of the
Purchase Payment Base.

b. “Purchase Payment Base” means the sum of the Net Revenues of all of the
Included Users.

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c. “Net Revenues” of an Included User means the Gross Revenues of that
Included User minus the Operating Interest Expense of that Included User, in
each case during the Payment Period.

d. “Gross Revenues” of an Included User means the gross revenues of that
Included User during the Payment Period, determined in accordance with generally
accepted accounting principles, and, to the extent permitted by such principles
in consolidated financial statements of that Included User, shall include the
gross revenues of all subsidiaries and affiliates of that Included User during
the Payment Period, but excluding nonetheless from the gross revenues of that
Included User and its subsidiaries and affiliates all gross revenues (i) that
would otherwise be included more than once in the Purchase Payment Base,
(ii) received from other Included Users, or (iii) received from subsidiaries and
affiliates of other Included Users.

e. “Operating Interest Expense” of an Included User means the operating
interest expense of that Included User during the Payment Period, determined in
accordance with generally accepted accounting principles and, to the extent
permitted by such principles in consolidated financial statements of that
Included User, shall include the operating interest expense of all subsidiaries
and affiliates of the Included User during the Payment Period, but excluding
nonetheless from the operating interest expense of that Included User and its
subsidiaries and affiliates all operating interest expense that would otherwise
be deducted more than once in calculating the Purchase Payment Base.

f. “Included Users” means CS Corp. and all Permitted Assignees and Licensees
except Banks and Agent.

g. The “Payment Period” begins on the first day of the month following the
termination of Schwab153s employment by CS Corp., whether during or after the
Restricted Period and regardless of the reason for such termination, unless
(x) immediately prior to such termination Schwab and CS Corp. are parties to an
employment agreement whose term extends beyond the date of termination, (y) that
employment agreement requires CS Corp. to make a payment or payments in lieu of
salary or other payments that would have been payable under the employment
agreement had Schwab continued to be employed beyond the date of termination,
and (z) CS Corp. makes such payment or payments or pays a mutually acceptable
settlement in lieu thereof. If (x), (y) and (z) are all true, then the “Payment
Period” shall begin on the first day of the month following the end of the full
term of the employment agreement, provided that if a written agreement between
CS Corp. and Schwab expressly provides that the payment(s) made or settlement
paid as contemplated by (z) is (are) in lieu of salary or other payments
otherwise payable under the employment agreement for a term shorter than the
entire term of the employment agreement, then the “Payment Period” shall begin
on the first day of the month following the end of such shorter term. The
“Payment Period” shall end on the earliest of (i) such time as CS Corp. and all
Permitted Assignees and Licensees shall no longer use the Name and/or Likeness,
(ii) the day

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before the fifteenth (15th) anniversary of the beginning of the Payment
Period, or (iii) a Disqualifying Event.

h. A “Disqualifying Event” would occur if at any time during the Restricted
Period, whether or not Schwab is still employed by CS Corp. and whether or not
any license granted by Section 5.4 has come into effect, Schwab should serve as
a director of, render services to, invest in or otherwise engage in any business
competitive with any existing or contemplated business of CS Corp., Holdings,
Inc. or Schwab, Inc., and fail to terminate such activity or investment within
sixty (60) days after demand by CS Corp. Despite the foregoing, a purely passive
investment will not constitute a basis for a Disqualifying Event if it is in
(i) publicly traded securities, provided that Schwab does not own beneficially
or of record more than five percent (5%) of any class of security or (ii) a
professionally managed venture capital fund, provided that Schwab does not
provide more than five percent (5%) of the capital invested in any such fund.
The determination of the Board of Directors of CS Corp. that an action or
activity is or is not competitive shall be controlling on Schwab unless Schwab
objects to such determination within thirty (30) days after the demand, in which
case the determination shall be made by arbitration in accordance with
California Code of Civil Procedure, Sections 1280 et seq., and that
determination shall be binding upon the parties. Each party shall be entitled to
discovery. The sixty-day opportunity to cure will not be extended by any actual
or requested arbitration, so that if Schwab does not terminate the specified
activity or investment within the sixty-day period and the arbitration
subsequently determines that it was in fact competitive, Schwab will have no
further opportunity to cure. Both CS Corp. and Schwab will use their best
efforts to complete the arbitration before the end of the sixty-day period.

5.2 Subject to the provisions of Sections 5.6 and 5.7 below, and in
consideration for the assignments made herein, CS Corp. agrees to pay the
Purchase Payment to Schwab, his executor, successor or assigns. The amount
payable shall be computed and paid on a calendar quarterly basis, commencing
with the end of the first complete calendar quarter in the Payment Period. CS
Corp. agrees to keep (and to require each Included User to keep) accurate books
of account and records relating to its Net Revenues, and Schwab and his duly
authorized representatives shall have the right at all reasonable hours of the
day to an examination and audit of such books of account and records and of all
documents and materials in the possession or under the control of Included Users
with respect to Gross Revenues and Operating Interest Expense. Each book of
account and record shall be kept available for at least two (2) years after all
payments are made with respect to the revenues and expenses reflected therein.

5.3. Despite anything in Section 5.2, payments to Schwab shall be limited as
follows:

a. As used in this Section 5.3:

(i) The first day of the first calendar quarter during the Payment Period is
the “Base Date.”

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(ii) Each twelve month period which (x) begins on the Base Date or an
anniversary of the Base Date and (y) falls entirely within the Payment Period
will be a “Payment Year.”

(iii) If the Payment Period begins on any date other than the first day of a
calendar quarter, then the period beginning on the first day of the Payment
Period and ending the day before Base Date will be the “Initial Payment Period.”

(iv) If the Payment Period ends after the Base Date and on any date other
than the day before an anniversary of the Base Date, then the period beginning
on the last anniversary of the Base Date during the Payment Period and ending at
the end of the Payment Period will be the “Final Payment Period.”

(v) “Consumer Price Index” means the Consumer Price Index for All Urban
Consumers for the San Francisco-Oakland-San Jose Metropolitan Area published by
the Bureau of Labor Statistics, as it was constituted for the month of May 1987.
If the Bureau of Labor Statistics should cease publication of the Consumer Price
Index for all Urban Consumers for the San Francisco-Oakland-San Jose
Metropolitan Area or changes the basis on which it is constituted, then the
parties shall use the index then being published by the Bureau of Labor
Statistics or its successor agency which most closely approximates the original
“Consumer Price Index.”

b. Despite anything to the contrary in this Agreement, the amount payable to
Schwab pursuant to Section 5.2 of this Agreement with respect to any Initial
Payment Period shall not exceed two million dollars ($2,000,000) multiplied by
two fractions. The first fraction is the number of days in the Initial Payment
Period divided by three hundred sixty-five (365). The second fraction is the
Consumer Price Index for the calendar month preceding the Base Date divided by
the Consumer Price Index for the same calendar month in 1987.

c. Despite anything to the contrary in this Agreement, the amount payable to
Schwab pursuant to Section 5.2 of the Agreement with respect to any Payment Year
shall not exceed two million dollars ($2,000,000) multiplied by a fraction, the
numerator of which is the Consumer Price Index for the calendar month
immediately preceding the first month in the Payment Year and the denominator of
which is the Consumer Price Index for the same calendar month in 1987.

d. Despite anything to the contrary in the Agreement, the amount payable to
Schwab pursuant to Section 5.2 of the Agreement with respect to any Final
Payment Period shall not exceed two million dollars ($2,000,000) multiplied by
two fractions. The first fraction is the number of days in the Final Payment
Period divided by three hundred sixty-five (365). The second fraction is the
Consumer Price Index for the calendar month preceding the beginning of the Final
Payment Period divided by the Consumer Price Index for the same calendar month
in 1987.

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e. If b, c or d above requires the use of the Consumer Price Index for a
month for which it is not published, then the Consumer Price Index for the next
preceding month which is published shall be used.

5.4 Subject to the provisions of Section 5.6 below:

a. Effective immediately upon the termination of Schwab153s employment by CS
Corp., Schwab shall have, without further action on his part, a perpetual,
unrestricted, ongoing, non-exclusive, irrevocable license to use the Likeness
throughout the world in the following part of the Financial Services Business:
the sale, distribution, broadcast and promotion of books, videotapes, lectures,
radio programs and television programs.

b. At any time after termination of Schwab153s employment by CS Corp., Schwab
may notify CS Corp. that Schwab proposes to engage in all or part of that
portion of the Financial Services Business commonly known as financial planning.
The notice shall describe in summary form the financial planning products and
services that Schwab expects will be offered by the business in which he
proposes to engage. CS Corp. promptly shall grant to Schwab an immediately
effective, perpetual, unrestricted, ongoing, non-exclusive, irrevocable license
to use the Likeness to engage in the financial planning business described
except that CS Corp. need not grant such a license to the extent that the
business described would be in direct competition with any Financial Services
Business in which CS Corp. or any Permitted Assignee or Licensee is then engaged
or which CS Corp. or any Permitted Assignee or Licensee plans as of the date of
receipt of Schwab153s notice to commence within three (3) months after receipt of
Schwab153s notice.

c. Commencing on the date that is two (2) years from the beginning of the
Payment Period, Schwab shall have a perpetual, unrestricted, ongoing,
non-exclusive, irrevocable license to use the Likeness throughout the world in
the Financial Services Business. This license will supersede any license
previously granted pursuant to Section 5.4.b of this Agreement.

d. The licenses pursuant to this Section 5.4 may not be assigned or
sublicensed except that Schwab may grant sublicenses to use the Likeness in
connection with the sale, distribution, broadcast and promotion, of goods,
services and programs that Schwab personally plays a substantial role in
creating.

5.5 It is the understanding and intent of the parties that when and if any
license granted in Section 5.4 of this Agreement comes into effect, Schwab then
may engage in the business covered by the license and use his personal name,
personal initials and personal nicknames in connection therewith without any
restriction imposed by this Agreement except (i) the restrictions set forth in
Sections 6.1, 6.2 and 7 of this Agreement and (ii) the possibility that the
Payment Period might prematurely terminate because engaging in such a business
might constitute a Disqualifying Event. Further, the restriction described in
(ii) would terminate at the end of the Restricted Period.

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5.6 Despite anything in Sections 5.2 and 5.4, if the termination of Schwab153s
employment by CS Corp. is an Involuntary Termination for Cause during the
Restricted Period, or alternatively if such termination is a Voluntary
Termination during the Restricted Period, then Sections 5.2 and 5.4 shall be of
no further force or effect.

5.7 Despite anything in Section 5.2, if Banks or Agent should acquire legal
and beneficial ownership of the Name by virtue of foreclosing a security
interest granted to them in the Loan Documents, then thereafter Section 5.2
shall be of no further force or effect. Further, if a third party other than
Banks or Agent should acquire legal and beneficial ownership of the Name by
virtue of the foreclosure of the security interest granted to Banks and Agent in
the Loan Documents and such foreclosure does not result in an immediate and
complete satisfaction of the Obligations, then the Payment Period shall exclude
all time elapsed between the date when that third party so acquires title and
the first date when the Obligations are satisfied in full.

6. Schwab153s Use of the Name.

6.1 Schwab may use all or part of his personal name, personal initials or
personal nicknames in any manner not prohibited by this Agreement. Despite
anything to the contrary in this Agreement, however, but subject nevertheless to
the provisions of Section 3 of this Agreement, in exercising that right and the
rights granted to Schwab in Sections 2 and 5.4 of this Agreement, Schwab may not
(i) use or authorize another to use the Name (including without limitation his
personal name, personal initials or personal nicknames) as a service mark,
trademark or trade name in the Financial Services Business or (ii) use or
authorize another to use the Name or Likeness or both in a manner that causes
confusion as to whether CS Corp. or any of the Permitted Assignees and Licensees
has created, manufactured, endorsed, sold or otherwise been involved with any
product or service.

6.2 Further, Schwab may not refer or authorize another to refer to CS Corp.
or any of the Permitted Assignees and Licensees by name in any advertisement,
press release, interview or other written, spoken or visual material which is
intended to promote any product or service, without first obtaining the written
consent of CS Corp. Cs Corp. shall not withhold any consent required by the
previous sentence unless CS Corp. reasonably believes that the proposed
reference would be a breach of Section 6.1 of this Agreement or another term of
the Agreement. Should Schwab request any such consent, Schwab shall provide CS
Corp. with all information that CS Corp. reasonably requests regarding the
proposed reference in order to determine whether or not such reference would be
a breach of Section 6.1 of this Agreement or another term of the Agreement.

7. Quality of Goods and Services. CS Corp. acknowledges that Schwab
has, and Schwab acknowledges that CS Corp. intends to develop, the highest
quality reputation for the delivery of goods and services in the Financial
Services Business, and each agrees that the goods and services offered by it or
him using the Name or Likeness

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shall be of such quality as to be appropriate and suited to the protection
and enhancement of the Name and Likeness and the good will appurtenant thereto,
that such goods and services will be manufactured, sold, distributed and
performed in accordance with all Federal, state and local laws that are
applicable and material, and that the sale, distribution, provision of services,
and/or exploration by it or him shall be of the highest standard and that the
same shall in no manner reflect adversely upon the good name of the other or the
Name and/or Likeness. Further, CS Corp. agrees not to use any Likeness in
advertising or as a mark while Schwab is alive without first obtaining Schwab153s
approval of his appearance in the Likeness, but such approval shall not be
unreasonably withheld.

8. Remedies. CS Corp. and Schwab each acknowledge that the
manufacture, sale or distribution of goods or the provision of services in
breach of Section 7 of this Agreement would result in immediate and irreparable
damage to the other. Each acknowledges and admits that there is no adequate
remedy at law for such manufacture, sale, distribution or provision and agrees
that the other shall be entitled to equitable relief by way of temporary and
permanent injunctions, without bond, and such other further relief as any court
having jurisdiction shall deem just and proper. However, such relief may not
include an injunction or other prohibition against use of the Name and Likeness
that is permitted by this agreement, a rescission of this Agreement or reversion
of the rights granted to either party herein.

9. Assignment.

9.1 Subject to compliance with Section 9.2 below, CS Corp. may assign or
license any or all rights granted to it herein: (i) as security under the Loan
Documents; (ii) to Holdings, Inc., to Schwab, Inc. and to subsidiaries and
affiliates of CS Corp., Holdings, Inc. and Schwab, Inc.; (iii) if Schwab gives
his prior written consent or votes in favor of the assignment in his capacity as
a director of CS Corp, Holdings, Inc. or Schwab, Inc., and (iv) after the death
of Schwab. In exercise of their rights under the Loan Documents, the Banks and
Agent may assign or license any and all rights assigned to them pursuant to the
preceding sentence.

9.2 All assignments to Banks or Agent must be made expressly subject to all
the terms and conditions of this Agreement. In any other assignment or license
pursuant to the other provisions of Section 9.1, all assignees and licensees
must join in all covenants of CS Corp. hereunder and assume joint and several
liability for all obligations of CS Corp. hereunder, with such joinder and
assumption being made for the express and direct benefit of Schwab. No
assignment or license by CS Corp. shall relieve it of any of its obligations
hereunder.

9.3 Except for assignments and licenses that both (i) are permitted by
Section 9.1 and (ii) conform to the requirements of Section 9.2, neither CS
Corp. nor Permitted Assignees and Licensees may assign or license any rights
granted to CS Corp.

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herein, and any purported assignment or license of such rights that is not
permitted shall be null and void.

9.4 For purposes hereof “assignment” and “license” shall be construed in
their broadest sense and shall include any purported direct or indirect transfer
or other disposition, voluntary or involuntary, of any of such rights, including
without limitation, any distribution upon dissolution, any merger or other
reorganization to which CS Corp. or a Permitted Assignee or Licensee is a party
unless the shareholders of such entity immediately before the merger or other
reorganization retain the ability to elect a majority of the board of directors
immediately after such merger or reorganization, any pledge or hypothecation of
any of such rights, or the imposition of any lien upon such rights which is not
fully and finally removed within 30 days following the date of such imposition,
but does not include the sale of securities for cash or property.

10. Notices. Any notice, demand or other communication to be given
hereunder by any party to another shall be in writing and delivered personally
or sent by certified mail, postage prepaid, as follows:

CS CORP:		The Charles Schwab Corporation
		101 Montgomery Street
		San Francisco, CA 94104
		Attention: Lawrence J. Stupski, President
SCHWAB:		Charles R. Schwab
		c/o Charles Schwab & Co., Inc.
		101 Montgomery Street
		San Francisco, CA 94104

or to such other persons as may be designated in writing by the parties, by a
notice given as aforesaid.

11. Joint and Several Liability. Holdings, Inc. and Schwab, Inc. join
in all covenants of CS Corp. hereunder; and CS Corp., Holdings, Inc. and Schwab,
Inc. each agree to be jointly and severally liable for all obligations of each
of the others hereunder. Holdings, Inc. and Schwab, Inc. each acknowledge that
its inclusion in the class of Permitted Assignees and Licensees is full and fair
consideration for the liability that it is undertaking hereunder.

12. Miscellaneous. This Agreement shall be construed in accordance
with the laws of California applicable to agreements made and to be performed
entirely in that state. Section headings used herein are inserted for
convenience only and are not part of this Agreement. None of the terms of this
Agreement may be waived or modified except by an express agreement in writing
signed by both parties. Nothing contained herein shall be construed to place the
parties in the relationship of partners or joint venturers, and CS Corp. shall
have no power to obligate or bind Schwab in any manner whatsoever. In any
controversy hereunder the prevailing party shall be entitled to recover

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its reasonable attorneys153 fee and expenses from the opposing party or
parties. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and shall inure to the benefit of and
shall be binding upon the parties, their respective heirs, executors,
administrators, successors and permitted assigns.

13. Survival of Previous Actions; Effective Date.

13.1 This Agreement supersedes the original Assignment and License and the
Amendment thereof; but all assignments, licenses, notices, waivers and consents
previously effected by or given pursuant to either the original Assignment and
License or the Amendment thereof or both shall survive and remain in full force
and effect.

13.2 The Preamble to this Agreement and this Section 13 will become effective
on the date of execution hereof as set forth in the paragraph next following.
Sections 5.3, 5.5, 6.1 and 6.2 of this Agreement originated in the Amendment of
the original Assignment and License and hence became effective as of July 30,
1987. Sections 5.1(a), and 5.1 (g) and 5.4 of this Agreement were revised in the
Amendment of the original Assignment and License and hence became effective in
their present form as of July 30, 1987, but the previous versions of those
sections were effective from March 31, 1987 until July 30, 1987. All other
portions of this Agreement became effective on March 31, 1987.

IN WITNESS WHEREOF, the parties hereto have affixed their signatures on the
day of , 1988.

						The Charles Schwab Corporation
/S/ Charles R. Schwab						by		/S/ Lawrence J. Stupski
Charles R. Schwab								Lawrence J. Stupski,
								President
Charles Schwab & Co., Inc.						Schwab Holdings, Inc.
by		/S/ Lawrence J. Stupski				by		/S/ Charles R. Schwab
		Lawrence J. Stupski,						Charles R. Schwab,
		President and Chief						Chairman and Chief
		Operating Officer						Executive Officer

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STATE OF CALIFORNIA		)
		)		ss.
CITY AND COUNTY OF SAN FRANCISCO		)

On this 25th day of January, 1988, before me, Sheila S.
Providenza, the undersigned Notary Public, personally appeared Charles R.
Schwab. personally known to me or proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as Chairman
for and on behalf of Charles Schwab & Co., Inc. and acknowledged to me that
corporation executed it.

WITNESS my hand and official seal.

/S/ Sheila S. Providenza

Notary Public

OFFICIAL SEAL

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STATE OF CALIFORNIA		)
		)		ss.
CITY AND COUNTY OF SAN FRANCISCO		)

On this 25th day of January, 1988, before me, Sheila S.
Providenza, the undersigned Notary Public, personally appeared Charles R.
Schwab. personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instruments,
and acknowledged to me that he executed the same.

WITNESS my hand and official seal.

/S/ Sheila S. Providenza

Notary Public

OFFICIAL SEAL

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STATE OF CALIFORNIA		)
		)		ss.
CITY AND COUNTY OF SAN FRANCISCO		)

On this 25th day of January, 1988, before me, Sheila S.
Providenza, the undersigned Notary Public, personally appeared Lawrence
J. Stupski. personally known to me or proved to me on the basis of
satisfactory evidence to be the person who executed the within instrument as
President for and on behalf of The Charles Schwab Corporation, Inc. and
acknowledged to me that corporation executed it.

WITNESS my hand and official seal.

/S/ Sheila S. Providenza

Notary Public

OFFICIAL SEAL

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STATE OF CALIFORNIA		)
		)		ss.
CITY AND COUNTY OF SAN FRANCISCO		)

On this 25th day of January, 1988, before me, Sheila S.
Providenza, the undersigned Notary Public, personally appeared Lawrence
J. Stupski. personally known to me or proved to me on the basis of
satisfactory evidence to be the person who executed the within instrument as
President and C.O.O. for and on behalf of the Schwab Holdings, Inc. and
acknowledged to me that corporation executed it.

WITNESS my hand and official seal.

/S/ Sheila S. Providenza

Notary Public

OFFICIAL SEAL