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
                  Participants'  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.