ALTERA CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.9

ALTERA CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended Effective November 6, 2008)

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ALTERA CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective November 6, 2008)

The Altera Corporation Nonqualified Deferred Compensation Plan, originally effective as of February 1, 1994, restated effective as of January 1, 1998, and amended and restated effective as of January 1, 2002, January 1, 2004, and January 1, 2005, is hereby further amended and restated by Altera Corporation (the “Company”), effective as of November 6, 2008 on behalf of itself and any designated subsidiaries.

The terms of this Altera Corporation Nonqualified Deferred Compensation Plan, as amended and restated on November 6, 2008 (the “Plan”), shall govern all benefits for which amounts were deferred or earned on or after January 1, 2005. With respect to Altera Corporation Nonqualified Deferred Compensation benefits that were deferred compensation to which a participant had a legally binding right that was not subject to a substantial risk of forfeiture on or before December 31, 2004, the terms of the Altera Corporation Nonqualified Deferred Compensation Plan as amended and restated on January 1, 2005 shall apply.

Throughout, the term “Company” shall include, wherever relevant, any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity or investment interest, or any subsidiary of the Company, as determined by the Company.

RECITALS:

1. The Company maintains the Plan for the benefit of a select group of management or highly compensated employees designated by the Company.

2. Under the Plan, the Company is obligated to pay vested accrued benefits from the Company’s general assets.

3. The Company has entered into an agreement (the “Trust Agreement”) with certain financial institutions (each referred to as “Trustee”) under irrevocable trusts (each referred to as the “Trust”) to be used in connection with the Plan.

4. The Company intends to make contributions to the Trust so that such contributions will be held by the Trustee and invested, reinvested and distributed, all in accordance with the provisions of this Plan and the Trust Agreement.

5. The Company intends that amounts contributed to the Trust and the earnings thereon shall be used by the Trustee to satisfy the liabilities of the Company under the Plan with respect to each Participant for whom an Account has been established and such utilization shall be in accordance with the procedures set forth herein.

6. The Company intends that the assets of the Trust shall at all times be subject to the claims of the general creditors of the Company as provided in the Trust Agreement.

7. The Company intends that the Trust be a “grantor trust” with the principal and income of the Trust treated as assets and income of the Company for federal and state income tax purposes.

8. The Company intends that the existence of the Trust shall not alter the characterization of the Plan as “unfunded” for purposes of ERISA (as defined below), and shall not be construed to provide income to the Plan Beneficiaries under the Plan prior to actual payment of the vested accrued benefits thereunder.

NOW THEREFORE, the Company does hereby restate the Plan as follows and does also hereby agree that the Plan and Trust shall be structured, held and disposed of as follows:

ARTICLE I

DEFINITIONS

“ Account ” means an account established on the books of the Company for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains or losses included thereon.

“ Beneficiary ” means the person or persons entitled under Article III to receive benefits under the Plan upon the death of a Participant.

“ Change of Control ” shall be deemed to have occurred (i) if any person (including a “Group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) acquires (x) shares of the Company having fifty percent (50%) or more of the total voting power or total fair market value of the stock of the Company, or (y) assets of the corporation having a total gross fair market value equal to or more than forty percent (40%) of all of the assets of the Company immediately before such acquisition or acquisitions or (ii) if a majority of the members of the Company’s board of directors (“Board”) is replaced in any 12 month period by directors whose appointment is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election. Provided, however, that as to any Account under this Plan that is subject to Code Section 409A, no “Change in Control” shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and the Treasury Regulations and other guidance thereunder; provided further, that no Change of Control shall be deemed to occur in the event of a merger, consolidation or reorganization of the Company where the shareholders of the Company are substantially the same as before such merger, consolidation or reorganization.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Code Section 409A ” means Section 409A of the Code and all applicable regulations and other guidance issued under or related to Section 409A of the Code.

“ Committee ” shall mean the Retirement Plans Committee of the Company.

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“ Compensation ” shall mean cash compensation payable to the Participant in connection with the Participant’s services to the Company, including all amounts that a Participant elects to have the Company contribute on his behalf as a deferral contribution to this Plan.

“ Deferred Compensation Agreement ” shall mean the written, irrevocable agreement to be completed by each Eligible Participant before the end of his or her Election Period in which he or she agrees to participate in the Plan and agrees to comply with Plan terms, to defer Compensation, and to specify the time and form of receipt of such payment in order to participate in the Plan.

“ Disability ” means a disability that entitles a Participant to benefits under the Company’s long-term disability insurance plan or program, provided that the Participant also must meet one of the following conditions:

(1) the Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or which can be expected to last for a continuous period of not less than 12 months; or

(2) the Participant is, by reason of any medically determinable physical or mental impairment that 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 three months under an accident and health plan covering employees of the Participant’s employing company.

“Distribution Event” means the event or date, selected by the Participant according to the rules set forth herein, that triggers payment of Participant’s Account according to Participant’s Method of Payment.

“ Eligible Participants ” shall mean the following categories of individuals who provide services to the Company: (i) any Company employee with a job title of “Director” or higher, and (ii) any other employees who are designated as eligible to participate by the Committee.

“ Election Period ” shall be defined as (i) for newly Eligible Participants, the period of time that is within thirty (30) days from the date that the newly Eligible Participant is hired or promoted into a “Director” title or above position, or approved for participation by the Committee; and (ii) for all other Eligible Participants, no later than the due date for the enrollment forms during the annual open enrollment period which shall be prior to the beginning of the calendar year in which the services are to be performed and for which the election is effective.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Participant ” shall mean any Eligible Participant who has executed a Deferred Compensation Agreement and who has commenced participation in the Plan.

“ Related Employer ” means any employer other than the Company named herein, if the Company and such other employer are members of a controlled group of corporations (as defined in Section 414(b) of the Code) or an affiliated service group (as defined in Section 414(m)), or are trades or businesses (whether or not incorporated) which are under common control (as defined in Section 414(c)), or such other employer is required to be aggregated with the Company pursuant to regulations issued under Code Section 414(o).

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“ Separation from Service ” means a termination of services by a Participant with the Company or his or her Related Employer, whether voluntarily or involuntarily, as determined in accordance with Treasury Regulation § 1.409A-1(h). In determining whether a Participant has incurred a Separation from Service, the following provisions shall apply:

(1) Except as otherwise provided in this definition, a Separation from Service will occur when the Participant has experienced a termination of employment with the Company or a Related Employer. A Participant will be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and the Company or his or her Related Employer reasonably anticipate that either (i) no further services will be performed for the Company o