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:      Luis E. Valencia /S/
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                                            Its:            CAO
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                                            Date:        May 8, 1996
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                                            THE CHARLES SCHWAB TRUST COMPANY


                                            By:      Richard R. Tinervin /S/
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                                            Its:       President and CEO
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                                            Date:        May 3, 1996
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