Exhibit 10.202
FOURTH AMENDMENT TO THE TRUST AGREEMENT
FOR THE XXXXXXX XXXXXX
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
The Trust Agreement for the Xxxxxxx Xxxxxx 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.