FIRST AMENDMENT TO THE SECURITY PACIFIC NATIONAL BANK TRUST AGREEMENT FOR THE CHARLES SCHWAB PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

                                                                  EXHIBIT 10.101


                               FIRST AMENDMENT TO THE
                   SECURITY PACIFIC NATIONAL BANK TRUST AGREEMENT
                        FOR THE XXXXXXX XXXXXX PROFIT SHARING
                          AND EMPLOYEE STOCK OWNERSHIP PLAN


   The "Security  Pacific  National Bank Trust  Agreement for the Xxxxxxx Xxxxxx
Profit  Sharing  and  Employee  Stock  Ownership  Plan,"  which was  amended and
restated in its entirety  effective November 1, 1990, is hereby further amended,
effective January 1, 1992, as follows:

   By DELETING Section 5.05(c) and SUBSTITUTING therefor the following:
   (c)Cash  dividends  received on any Employer  Securities  held as part of the
      Plan  shall be  invested  as soon as  possible  in  additional  shares  of
      Employer  Securities  which shall be  purchased  at such  prices,  in such
      amounts,  in such manner, at such times and through such  broker-dealer as
      the Trustee may determine in its absolute and uncontrolled discretion.


   Executed by the Employer and Trustee on December 20, 1991.


                                            XXXXXXX XXXXXX & CO., INC.
                                  By:       /s/ Xxxxxxx X. Xxxxxx
                                  Its:      Chairman and CEO



                                            SECURITY PACIFIC NATIONAL BANK
                                  By:       /s/ Xxxx Xxx
                                  Its:      Assistant Vice President