Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors.



 Exhibit 10.319 
 THE CHARLES SCHWAB CORPORATION 
 2004 STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK UNIT AWARD 
 You
have been granted the following restricted stock units representing shares of Common Stock of The Charles Schwab Corporation (“Schwab”) under the Charles Schwab Corporation 2004 Stock Incentive Plan (the “Plan”): 
  

			
	Name of Grantee:	  	                                       
                                         

		
	Total Number of Units Granted:	  	                                       
                                         

		
	Grant Date:	  	             ,         

 You and Schwab agree that these units are granted under and governed by the terms and conditions
of the Plan, The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and the Restricted Stock Unit Agreement, which are made a part of this notice. Please review the Restricted Stock Unit Agreement carefully, as it explains the
terms and conditions of these units. You agree that Schwab may deliver electronically all documents relating to the Plan or these units (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other
documents that Schwab is required to deliver to its stockholders. Unless you provide written objection to Schwab within 30 days of your receipt of this notice, you agree to all of the terms and conditions of this notice, the restricted stock unit
agreement and the Plan. 
 THE CHARLES SCHWAB CORPORATION 
 2004 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
  

			
	Vesting	  	These restricted stock units have been issued under the Plan pursuant to your deferral election under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II (the
“Deferred Compensation Plan”) and are fully vested and non-forfeitable at all times.
		
	Nature of Units	  	Your units are mere bookkeeping entries. They represent only Schwab’s unfunded and unsecured promise to issue shares of Schwab Common Stock on a future date. As a holder of units, you
have no rights other than the rights of a general creditor of Schwab.
		
	Voting Rights and Dividend Rights	  	Your units carry no voting rights. Any dividends paid on shares of Schwab Common Stock shall be credited to you as additional Restricted Stock Units. Otherwise, you have no rights as a Schwab
stockholder until your units are settled by issuing shares of Schwab Common Stock.
		
	Settlement of	  	Your units will be settled in accordance with









			
	Units	  	the terms of the Deferred Compensation Plan. At the time of settlement, you will receive one share of Schwab’s Common Stock for each unit.
		
	Other Terms and Conditions	  	Your units will be governed by all of the applicable terms and conditions of the Deferred Compensation Plan, which are made part of this Agreement.
		
	Restrictions on Resale	  	You agree not to sell any shares at a time when applicable laws, Schwab policies or an agreement between Schwab and its underwriters prohibit a sale. This restriction will apply as long as
your service continues and for such period of time after the termination of your service as Schwab may specify.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Schwab stock, the number of your units will be adjusted accordingly, as Schwab may determine pursuant to the
Plan.
		
	The Plan and Other Agreements	  	The text of the Plan and the Deferred Compensation Plan (the “Plans”) are incorporated in this Agreement by reference. This Agreement and the Plans constitute the entire
understanding between you and Schwab regarding these units. Any prior agreements, commitments or negotiations concerning these units are superseded. This Agreement may be amended only by another written agreement, signed by both parties. If there is
any inconsistency or conflict between any provision of this Agreement and the Plans, the terms of the Plans will control.

 BY ACCEPTING THIS AWARD, 
 YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE PLAN.