Exhibit 10.169

                     THIRD 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"),  which was amended and restated in its entirety
effective  November 1, 1990, and further amended  effective  January 1, 1992 and
July 1, 1992, is hereby amended as follows, effective as of January 1, 1996:

         The fifth sentence of Section 5.05(f) is amended to read as follows:

                  Any  allocated  Employer  Securities  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 by
the Purchasing Agent in the same proportion as the shares of Employer Securities
for which Participant voting instructions have been received.

                              CHARLES SCHWAB & CO., INC.



                              By:      /s/ Luis E. Valencia

                              Its:     CAO

                              Date:    May 8, 1996



                              THE CHARLES SCHWAB TRUST COMPANY



                              By:      /s/ Richard R. Tinervin

                              Its:     President and CEO

                              Date:    May 3, 1996