THE CHARLES SCHWAB CORPORATION DEFERRED COMPENSATION PLAN II

Exhibit 10.322

THE CHARLES SCHWAB CORPORATION

DEFERRED COMPENSATION PLAN II

(Effective December 9, 2004)

(Amended and Restated December 12, 2007)

(Amended and Restated October 23, 2008)

Table of Contents

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THE CHARLES SCHWAB CORPORATION

DEFERRED COMPENSATION PLAN II

ARTICLE 1: PURPOSE

1.1 Establishment of the Plan.

Effective as of December 9, 2004, The Charles Schwab Corporation (hereinafter, the “Company”) established The Charles Schwab Corporation Deferred Compensation Plan II (the “Plan”), as set forth in this document. This Plan shall apply to cash compensation that is earned, deferred and accrued by eligible Participants after December 31, 2004.

1.2 Purpose of the Plan.

The Plan permits participating employees to defer the payment of certain cash compensation that they may earn. The opportunity to elect such deferrals is provided in order to help the Company attract and retain key employees. This Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. It is accordingly intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974. The Plan also is intended to meet the requirements of section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and is to be construed in accordance with that section and any regulatory guidance issued thereunder.

ARTICLE 2: DEFINITIONS

2.1 Definitions.

The following definitions are in addition to any other definitions set forth elsewhere in the Plan. Whenever used in the Plan, the capitalized terms in this Section 2.1 shall have the meanings set forth below unless otherwise required by the context in which they are used:

(a) “Administrator” the administrator described in Section 3.1 that is selected by the Committee to assist in the administration of the Plan.

(b) “Beneficiary” means a person entitled to receive any payments that remain to be paid after a Participant’s death, as determined under Section 6.3.

(c) “Board” means the Board of Directors of the Company.

(d) “Company” means The Charles Schwab Corporation, a Delaware corporation.

(e) “Category 1 Participant” and “Category 2 Participant” each refer to a specific Participant group and have the meaning set forth in Section 4.1.

(f) “Committee” means the Compensation Committee of the Board.

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(g) “Deferral Account” means the account representing deferrals of cash compensation, plus investment adjustments, as described in Sections 5.6 and 5.7.

(h) “Disability” means a condition such that an individual is “disabled” within the meaning of section 409A of the Code and any regulatory guidance promulgated thereunder. Generally, an individual who is disabled (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or its Subsidiaries.

(i) “Participant” means any employee who meets the eligibility requirements of the Plan, as set forth in Article 4, and includes, where appropriate to the context, any former employee who is entitled to payments under this Plan.

(j) “Plan” means The Charles Schwab Corporation Deferred Compensation Plan II, as in effect from time to time.

(k) “Plan Year” means the calendar year.

(l) “Retirement” shall mean: a Separation from Service with respect to the Company and its Subsidiaries for any reason other than death at any time after the Participant has attained age fifty (50), but only if, at the time of such termination, the Participant has been credited with at least seven (7) Years of Service for deferrals elected prior to October 23, 2008. For deferrals elected on or after October 23, 2008, “Retirement” shall mean: a Separation from Service with respect to the Company and its Subsidiaries for any reason other than death at any time after the Participant has attained age fifty-five (55), but only if, at the time of such termination, the Participant has been credited with at least ten (10) Years of Service.

For purpose of this subparagraph (l), the term “Years of Service” shall have the same meaning given to it under the SchwabPlan Retirement Savings and Investment Plan (or any successor plan).

(m) “Separation from Service” or “Separate(s) from Service” means “Separation from Service” within the meaning of section 409A of the Code and any regulatory guidance promulgated thereunder. Generally, a separation from service occurs when an individual ceases to provide services for the Company and its affiliates.

(n) “Specified Employee” means a “specified employee” within the meaning of section 409A of the Code and any regulatory guidance promulgated thereunder, provided that in determining the compensation of individuals for this purpose, the definition of compensation in Treas. Reg. § 1.415(c)-2(d)(2) shall be used.

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(o) “Subsidiary” means a corporation or other business entity in which the Company owns, directly or indirectly, securities with more than 80 percent of the total voting power.

(p) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in section 152(a) of the Code); (ii) loss of the Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined in the sole discretion of the Administrator in accordance with section 409A of the Code.

(q) “Valuation Date” means each December 31 and any other date designated from time to time by the Committee for the purpose of determining the value of a Participant’s Deferral Account balance pursuant to Section 5.6.

2.2 Gender and Number.

Except when otherwise indicated by the context, any masculine or feminine terminology shall also include the neuter and other gender, and the use of any term in the singular or plural shall also include the opposite number.

ARTICLE 3: ADMINISTRATION

3.1 Committee and Administrator.

The Committee shall administer the Plan and may select one or more persons to serve as the Administrator. The Administrator shall perform such administrative functions as the Committee may delegate to it from time to time. Any person selected to serve as the Administrator may, but need not, be a Committee member or an officer or employee of the Company. However, if a person serving as Administrator or a member of the Committee is a Participant, such person may not vote on a matter affecting his or her interest as a Participant.

The Committee shall have discretionary authority to construe and interpret the Plan provisions and resolve any ambiguities thereunder; to prescribe, amend, and rescind administrative rules relating to the Plan; to select the employees who may participate and to terminate the future participation of any such employees; to determine eligibility for benefits under the Plan; and to take all other actions that are necessary or appropriate for the administration of the Plan. Such interpretations, rules, and actions of the Committee shall be final and binding upon all concerned and, in the event of judicial review, shall be entitled to the maximum deference allowable by law. Where the Committee has delegated its responsibility for matters of interpretation and Plan administration to the Administrator, the actions of the Administrator shall constitute actions of the Committee.

ARTICLE 4: PARTICIPANTS

4.1 Participants.

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Officers and other key employees of the Company and each of its Subsidiaries shall be eligible to participate in this Plan upon selection by the Administrator. To be nominated for participation, an employee must be a member of a select group of management or highly compensated employees. Directors of the Company who are full-time employees of the Company shall be eligible to participate in the Plan. Participating employees of the Company in the position of Executive Vice President or above shall be “Category 1 Participants.” All other participating employees shall be “Category 2 Participants.”

ARTICLE 5: DEFERRALS

5.1 Salary Deferrals.

Each Category 2 Participant selected under Section 4.1 may elect to defer up to 50 percent of his or her regular base salary (subject to the provisions of this Article 5). Any such election must be made by entering into a deferred compensation agreement with the employer in accordance with procedures established by the Administrator on or before the applicable deadline under Section 5.3 for the election period during which the services for which the deferred salary is to be earned are performed. Deferral elections shall apply only to a single Plan Year and new deferral elections must be made with respect to each Plan Year.

5.2 Deferrals of Bonuses, Commissions and Other Cash Incentive Compensation.

Each Category 1 Participant and each Category 2 Participant may elect to defer all or any portion (subject to the provisions of this Article 5) of (a) his or her commissions (if permitted by the Administrator for the applicable Plan Year); and (b) any amount that he or she subsequently earns under an annual cash bonus program and/or a long-term cash incentive compensation program of the Company or a participating Subsidiary. Any such election must be made by entering into a deferred compensation agreement with the employer in accordance with procedures established by the Administrator on or before the applicable deadline under Section 5.3. Deferral elections shall apply only to a single Plan Year and new deferral elections must be made with respect to each Plan Year.

5.3 Timing of Elections.

(a) Except as otherwise provided under subparagraph (b) or (c) or (d) below, compensation for services performed during a Plan Year may be deferred at the Participant’s election only if the election to defer such compensation is made not later than the close of the preceding Plan Year or, if permitted by the Administrator in its sole discretion, at such other time permitted under the Code.

(b) To the extent permitted under section 409A of the Code and any regulatory guidance promulgated thereunder, in the case of the first Plan Year in which a Participant becomes eligible to participate in the Plan, the Administrator may, in its sole discretion, provide that the Participant may make an election to defer compensation for services to be performed subsequent to the election provided that such

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election is made not later than 30 days after the date the Participant becomes eligible to participate in the Plan. The election shall only apply to compensation earned after the effective date of the election.

(c) In the case of “performance-based compensation” within the meaning of section 409A of the Code and any regulatory guidance promulgated thereunder that is based on services performed over a period of at least 12 months, the Administrator may, in its sole discretion, provide that the Participant may make an election to defer such performance-based compensation provided that such election is made not later than 6 months before the end of such performance period.

(d) In the case of “sales commission compensation” and “investment commission compensation” within the meaning of section 409A of the Code and any regulatory guidance promulgated thereunder, the Administrator may, in its sole discretion, provide that the Participant may make an election to defer such commission compensation at such other time permitted under the Code and any regulatory guidance promulgated thereunder.

5.4 Deferral Procedures.

Subject to Section 5.3, Participants eligible to elect salary deferrals under Section 5.1 shall have an opportunity to do so with respect to each Plan Year. Participants eligible to elect deferrals under Section 5.2 shall have a separate opportunity to do so for each (a) cash bonus under an annual bonus program; (b) cash bonus or incentive payment under a long-term incentive plan; and (c) if permitted by the Administrator, commission that they may earn. The Administrator shall specify the rules for the deferrals that may be elected. If a deferral is elected, the election shall be irrevocable with respect to the particular compensation that is subject to the election after the deadline for such deferrals as set forth in Section 5.3. Deferral elections shall be made on a form prescribed by the Committee or the Administrator. As provided in Section 6.7, any deferral is subject to appropriate tax withholding measures and may be reduced to satisfy tax withholding requirements.

5.5 Election of Time and Manner of Payment.

(a) At the time a Participant makes a deferral election under Section 5.1 or 5.2, the Participant shall also designate the manner of payment and the date on which payments from his or her Deferral Account shall begin. Subject to Section 5.5(b), a Participant may elect from among the following options:

(i) a lump sum payable in the month of February of any year that the Participant specifies;

(ii) a lump sum payable in the month of February in the year immediately following the Participant’s Retirement;

(iii) a series of annual installments, commencing in any year selected by the Participant and payable each year in February, over a period of four years; or

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(iv) a series of annual installments, commencing in the year following the Participant’s Retirement and payable each year in February, over a period of five, ten, or fifteen years, as designated by the Participant.

Notwithstanding the terms of a Participant’s election regarding the manner and date of payment, if a Participant incurs a Separation from Service for any reason other than Retirement or if the Participant does not have a valid election in place, the payment of the Participant’s entire Deferral Account, including any unpaid installments pursuant to subparagraph (iii) above, shall be made in a single lump sum in the year following the Participant’s Separation from Service in February. Notwithstanding anything in the Plan to the contrary, if (i) a payment is to commence upon a Participant’s Retirement or other Separation from Service, (ii) the Participant is a Specified Employee at the time of the Separation from Service, and (iii) the Separation from Service occurs after July, such payment shall commence in the year following the Participant’s Separation from Service in July.

Any election of a specified payment date pursuant to subparagraphs (i) or (iii), above, shall be subject to any restrictions that the Committee may, in its sole discretion, choose to establish in order to limit the number of different payment dates that a Participant may have in effect at one time.

(b) Notwithstanding anything to the contrary in this Plan, except as otherwise permitted under section 409A of the Code, a Participant’s Deferral Account shall not be distributed earlier than (i) Separation from Service or, in the case of a Specified Employee, the date that is at least six (6) months after Separation from Service; (ii) Disability; (iii)&n