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