Exhibit 10.202

                     FOURTH AMENDMENT TO THE TRUST AGREEMENT
                             FOR THE CHARLES SCHWAB
                PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN


     The Trust  Agreement  for the Charles  Schwab  Profit  Sharing and Employee
Stock  Ownership  Plan  ("Plan"),  as  amended,  is hereby  amended as  follows,
effective as of January 1, 1998:

     1. The  name of the  Trust is  changed  to:  The  Trust  Agreement  for the
        SchwabPlan Retirement Savings and Investment Plan.

     2. Section 5.05(f) is amended to read as follows:

     Voting or proxy or other rights with respect to Employer  Securities  shall
     be  disposed  of as  provided  in this  Section.  With  respect to Employer
     Securities that are allocated to Participants'  Accounts,  each Participant
     shall be entitled to direct the Purchasing  Agent as to the manner in which
     such Employer Securities then allocated to his Account shall be voted. Such
     directions may be achieved  through the use of proxy or similar  statements
     delivered by the Purchasing Agent to the  Participants  with respect to the
     Employer  Securities  allocated to their Accounts.  The Plan  Administrator
     shall provide any  information  requested by the  Purchasing  Agent that is
     necessary or convenient in connection  with  obtaining and  preserving  the
     confidentiality  of the Participants'  directions.  Any allocated  Employer
     Securities  allocated  to  Participant'  ESOP  Accounts (as defined in the
     Plan) with respect to which  Participants  are entitled to issue directions
     pursuant to the foregoing and for which such directions are not received by
     the  Purchasing  Agent shall be voted in the same  proportion  as allocated
     Employer  Securities  for which such  directions  are  received.  Allocated
     Employer  Securities  for which such  directions  are not  received  by the
     Purchasing  Agent  (other  than  those  allocated  to  Participants'   ESOP
     Accounts)  shall  not be voted by the  Purchasing  Agent.  All  unallocated
     Employer  Securities  shall be voted  by the  Purchasing  Agent in the same
     proportion as allocated  Employer  Securities are voted;  provided that the
     Purchasing Agent shall follow any directions  received from the Trustee (or
     from any  fiduciary  authorized to instruct the Trustee with respect to the
     voting of unallocated  Employer  Securities  under the Trust  Agreement) to
     vote such shares in a different manner.

     With respect to Employer Securities allocated to Participant Accounts, each
     Participant may instruct the Purchasing  Agent as to the manner in which to
     respond  to any  tender or  exchange  offer for all or any  portion of such
     allocated  Employer  Securities.  The  Purchasing  Agent  shall  tender  or
     exchange  Employer  Securities only as and to the extent so instructed.  If
     the  Purchasing  Agent does not  receive  instructions  from a  Participant
     regarding any tender or exchange offer for allocated  Employer  Securities,
     the Purchasing  Agent shall have no discretion in such matter and shall not
     tender or exchange any such Employee  Securities in response thereto.  With
     respect to unallocated  Employer  Securities,  the  Purchasing  Agent shall
     tender or exchange such allocated Employer  Securities in proportion to the
     ratio  that (A) the number of  Employer  Securities  with  respect to which
     Participant  instructions  in favor of the  tender  or  exchange  have been
     received  bears  to  (B)  the  number  of  Shares  with  respect  to  which
     Participant  instructions  for or against the tender or exchange  have been
     received;  provided that the  Purchasing  Agent shall follow any directions
     received from the Trustee (or from any fiduciary authorized to instruct the
     Trustee  with  respect to the tender or  exchange of  unallocated  Employer
     Securities  under the Trust Agreement) to tender or exchange such shares in
     a different manner.