SCHWAB CHARLES CORP
EXHIBIT 10_116
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<TYPE>EX-10
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<FILENAME>exh10_116.txt
<DESCRIPTION>EXHIBIT 10_116
<TEXT>


                                                                  Exhibit 10.116

                       SECOND AMENDMENT TO 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, is
hereby further amended effective July 1, 1992, to reflect the appointment of The
Charles  Schwab  Trust  Company to act as successor  trustee  under the Plan and
Trust Agreement, and as follows:

1.   Each  reference to  "Security  Pacific  National  Bank" is replaced by "The
     Charles Schwab Trust Company."

2.   The last two sentences of Section 5.05(a) are revised to read as follows:

     Investment in such employer Securities shall be made from time to time by a
     direct issue of such Employer Securities from the Employer (in the event of
     Employer Securities used to fund the employee stock ownership plan only) or
     by purchase  through a Purchasing Agent designated by the Trustee to effect
     all purchases of Employer Securities. The Purchasing Agent shall not in any
     event  be The  Charles  Schwab  Corporation  or any  of its  affiliates  or
     subsidiaries. The Purchasing Agent shall invest such funds as are paid over
     to the  Purchasing  Agent from time to time in Employer  Securities  at the
     time,  in the  amount,  in the  manner and at the price  determined  by the
     Purchasing Agent in its sole  discretion,  provided such price shall be the
     fair market value of such  securities  on the open market.  The  Purchasing
     Agent  shall  hold such  assets as an agent of the  Trustee  and shall be a
     fiduciary  to the Plan,  but only with  respect to those  assets  under its
     management  and control and only with respect to its  determinations  as to
     the timing,  price and amount of purchases of Employer  Securities  and the
     selection of the broker,  but the Purchasing Agent shall have no discretion
     as to whether or not purchases of Employer  Securities  shall be made.  The
     Purchasing  Agent  shall  sell  shares  of  Employer  Securities  at a  the
     direction of the Trustee,  but at the time,  in the manner and at the price
     determined by the Purchasing  Agent,  provided such price shall be the fair
     market  value of such  securities  on the open  market.  The Trustee  shall
     instruct the Purchasing Agent to sell shares of Employer Securities only if
     the Plan  Administrator  has  directed the Trustee to arrange for such sale
     and only if such sale is  previously  approved by the Board of Directors to
     the extent required under Section 10.01 of the plan.

3.   Section 5.05(b) is amended to read as follows:

     (b) The Trustee  shall pay over all  contributions  to the  employee  stock
     ownership  plan,  and such  contributions  and assets of the profit sharing
     plan that are to be  invested  in Employer  Securities,  to the  Purchasing
     Agent for investment in Employer Securities.

4.   Section 5.05(c) is amended to read as follows:

     Cash  dividends  received on any  Employer  Securities  held as part of the
     profit sharing plan shall be paid over the Purchasing Agent and invested as
     soon as  practicable  in  additional  shares of Employer  Securities.  Cash
     dividends received on any Employer Securities  allocated to a Participant's
     Account and held as part of the employee stock ownership plan shall be paid
     over the Purchasing Agent and invested as soon as practicable in additional
     shares  of  Employer  Securities.   Cash  dividends  received  on  Employer
     Securities  held in the  suspense  account  (e.g.,  unallocated  shares  of
     Employer  Securities  held as part of the employee  stock  ownership  plan)
     shall be used as provided in Section 10.08 of the Plan.

5.   Section 5.05(d) is amended to read as follows:

     The  Purchasing  Agent shall invest funds  awaiting  investment in Employer
     Securities in short-term  obligations,  including obligations of the United
     States of  America  or any  agency or  instrumentality  thereof,  trust and
     participation  certificates,  beneficial  interests  in any  trust and such
     other   short-term   obligations  as  the  Purchasing  Agent  deems  to  be
     appropriate for such interim investment purposes, provided however that the
     portion of the assets  under its control  that in its  discretion  shall be
     reasonable  under the  circumstances,  pending  investments,  or payment of
     expenses,  or  the  distribution  of  benefits.  The  Purchasing  Agent  is
     authorized to invest in any common, collective or pooled fund maintained by
     the Purchasing Agent as provided in Section 7.03.

6.   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  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  not be voted by the  Purchasing
     Agent. All unallocated employer Securities shall be voted by the Purchasing
     Agent,   provided  however  that  the  Purchasing  Agent  shall  vote  such
     unallocated  Employer  Securities  in the same  proportion as the shares of
     Employer  Securities for which  Participant  voting  instructions have been
     received as provided in the agreement between the Employer and the New York
     Stock Exchange.

7.   Article XI is amended by the addition of the following sections at the end:

     Section  11.09  Disclosure.  The Trustee is  authorized  to  disclose  such
     information  as is necessary to the  operation  and  administration  of the
     trust  fund  to  any of  its  affiliates  and to  such  other  persons  and
     organizations that the Trustee determines have a legitimate business reason
     for obtaining such information.

     Section 11.10 Recording.  The Trustee is authorized to record conversations
     between  itself  and the Plan  Administrator,  an  Investment  Manger,  the
     Employer and other persons acting on behalf of the Plan.

     Section  11.11  Affiliates.  The Trustee is  authorized to contract or make
     other  arrangements  with The  Charles  Schwab  Corporation  and any of its
     affiliates,   subsidiaries,   successors   and   assigns,   and  any  other
     organizations  affiliated with or  subsidiaries  of, the Trustee or related
     entities, for the provision of services to the Plan and trust fund.

     Section 11.12 Trades. The Trustee is authorized to place securities orders,
     settle  securities  trades,  hold securities in custody and perform related
     activities on behalf of the trust fund through or by Charles  Schwab & Co.,
     Inc. to the extent that the  Trustee may select the  broker-dealer.  Trades
     and related  activities  effected  through Charles Schwab & Co., Inc. shall
     not be subject to fees and commissions established by Charles Schwab & Co.,
     Inc.  Transactions  effected by Schwab shall be subject to Schwab's trading
     rules and polices as modified or amended from time to time,  together  with
     the  applicable  rules,  regulations,  customs and usages of any  exchange,
     marked,  clearing house or self-regulatory  organization and the applicable
     federal and state laws, rules and regulations.

     Section 11.13 Mutual  Funds.  The Trustee is authorized to invest in shares
     of regulated investment companies (or other investment vehicles) advised by
     affiliates of The Charles  Schwab  Corporation  and any of its  affiliates,
     subsidiaries, successors and assigns, and any other organization affiliated
     with, or subsidiaries  of, the Trustee or related  entitles,  or by Trustee
     itself.

     Section  11.14 Lien.  The  Trustee  shall have a lien on the trust fund for
     compensation  and for any  reasonable  expenses  incurred  by the  Trustee,
     including  counsel,  appraisal  or  accounting  fees as provided in Section
     4.04,  and such amounts may be withdrawn from the trust fund if not paid by
     the  Employer  within a reasonable  time after the Trustee  mails a written
     billing.


Executed this 30th day of June 1992.


                                                    CHARLES SCHWAB & CO., INC.



                                                    By         /S/
                                                      ------------------------
                                                        Charles R. Schwab

                                                    CHARLES SCHWAB TRUST COMPANY


                                                    By         /S/
                                                       -----------------------
                                                        Harvey A. Rowen


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