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þ  Preliminary Proxy Statement
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

o	No fee required.
þ	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)	Title of each class of securities to which transaction applies: TD Waterhouse Group, Inc. common stock, par value $0.01

(2)	Aggregate number of securities to which transaction applies: 352,944,959 shares of common stock of TD Waterhouse Group, Inc.

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): $1,400,151,000, calculated pursuant to Rule 0-11(c)(1)(i) and (a)(4) of the Securities Exchange Act of 1934, as amended, which represents the book value of TD Waterhouse Group, Inc. (the securities of which will be received by Ameritrade Holding Corporation in the transaction) after giving effect to the Reorganization described in the proxy statement.

(4)	Proposed maximum aggregate value of transaction: $1,400,151,000, calculated pursuant to Rule 0-11(c)(1)(i) and (a)(4) of the Securities Exchange Act of 1934, as amended.

(5)	Total fee paid: $164,798

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	We will acquire the U.S. retail securities brokerage business of TD Waterhouse from TD in exchange for the issuance of 193,600,000 shares of Ameritrade common stock, which will represent approximately 32% of our post-transaction outstanding shares, and $20,000 in cash.
•	We will change our name to “TD Ameritrade Holding Corporation.”
•	We will pay a special cash dividend of $6.00 per share to Ameritrade stockholders, subject to Ameritrade obtaining adequate financing, and we will adjust outstanding equity awards granted to our directors and employees to preserve the pre-dividend economic value of the awards. The special dividend is a condition to the completion of the transaction and we will pay it only if the transaction is completed.
•	We will sell our Canadian brokerage business, Ameritrade Canada, Inc., to TD for $60 million in cash.
•	Following the completion of the acquisition of TD Waterhouse, TD will commence a tender offer, at a price of not less than $16 per share (on an ex-dividend basis), to increase its beneficial ownership of TD Ameritrade voting securities to 39.9%. J. Joe Ricketts may elect to participate as a co-bidder in the tender offer to increase his beneficial ownership to up to 29%.
•	We have entered into a new stockholders agreement with TD and J. Joe Ricketts, our Chairman and Founder, and certain stockholders of Ameritrade affiliated with Mr. Ricketts, which contains various provisions relating to the governance of TD Ameritrade following the completion of the transaction, including board composition, stock ownership, transfers by TD and Mr. Ricketts and his affiliates, voting and other matters, and we will amend our certificate of incorporation and bylaws to reflect the provisions of the stockholders agreement.

	Sincerely,
	Joseph H. Moglia
	Chief Executive Officer
	Ameritrade Holding Corporation

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Proposal No. 1:		A proposal to approve the issuance of 193,600,000 shares of Ameritrade common stock (subject to adjustment for any stock dividends, stock splits or reclassifications) to The Toronto- Dominion Bank, or TD, and/or one or more of TD’s affiliates, in accordance with the agreement of sale and purchase by and between TD and Ameritrade, which provides for the acquisition by Ameritrade of all of the capital stock of TD Waterhouse Group, Inc., or TD Waterhouse, a wholly owned subsidiary of TD.
Proposal No. 2:		A proposal to approve the amendment and restatement of the certificate of incorporation of Ameritrade, which will be renamed TD Ameritrade Holding Corporation in connection with the transaction, in the form attached as Appendix C to this proxy statement, with the following sub-proposals:
		• 2A — a proposal to approve provisions restricting the authority of TD Ameritrade to implement anti-takeover measures that would potentially conflict with the terms of the stockholders agreement entered into in connection with the proposed acquisition of TD Waterhouse;
		• 2B — a proposal to approve the increase of the authorized number of shares of common stock, $0.01 par value per share, of TD Ameritrade from 650,000,000 to 1,000,000,000;
		• 2C — a proposal to approve a provision which prohibits action by written consent of stockholders of TD Ameritrade;
		• 2D — a proposal to approve a provision increasing the size of the board of directors from nine members to twelve members for so long as the corporate governance provisions of the stockholders agreement entered into in connection with the proposed acquisition of TD Waterhouse remain in effect, and thereafter to allow the size of the board of directors to be determined by the board of directors;
		• 2E — a proposal to approve a provision setting forth procedures for the nomination or appointment of outside independent directors to the TD Ameritrade board of directors and the maintenance of an outside independent directors committee and a non-TD directors committee; and
		• 2F — a proposal to approve a provision which allocates corporate opportunities between TD Ameritrade and TD and which otherwise modifies the existing corporate opportunities provision of the certificate of incorporation.
Proposal No. 3:		A proposal to approve an amendment and restatement of the Ameritrade Holding Corporation 1996 Long-Term Incentive Plan to reserve an additional 19,000,000 shares of Ameritrade common stock for future issuance under the 1996 Long-Term Incentive Plan. Subject to the approval of Proposal No. 3 and Proposal No. 4 (below) by Ameritrade’s stockholders, the board of directors of Ameritrade has approved a decrease in the number of shares reserved under Ameritrade’s 1998 Stock Option Plan by 20,000,000 shares. The share reserve increase under Proposal No. 3 and Proposal

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	No. 4 and the corresponding reduction in the 1998 Stock Option Plan share reserve will therefore result in no net additional shares being reserved for issuance.

Proposal No. 4:		A proposal to approve an amendment and restatement of the Ameritrade Holding Corporation 1996 Directors Incentive Plan to reserve an additional 1,000,000 shares of Ameritrade common stock for future issuance under the 1996 Directors Incentive Plan.
Proposal No. 5:		A proposal to adjourn the special meeting of stockholders to a later date or dates if necessary to permit further solicitation of proxies on all matters if there are not sufficient votes at the time of the special meeting to approve Proposal No. 1 relating to the issuance of Ameritrade common stock to TD or Proposal No. 2 relating to the amendment and restatement of our certificate of incorporation, including each of the related sub-proposals.

	By order of our board of directors,

	Corporate Secretary

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			Page
QUESTIONS AND ANSWERS				1
	Questions and Answers about the Special Meeting and Related Matters			1
	Questions and Answers about the Special Dividend			5
	Questions and Answers about the Tender Offer			7
SUMMARY				9
	The Transaction			9
	Adoption of the Proposed Amendments to Ameritrade Stock Plans			10
	Material U.S. Federal Income Tax Consequences of the Acquisition of TD Waterhouse to Holders of Ameritrade Common Stock			11
	Ameritrade’s Financial Advisor has Delivered an Opinion that, as of June 22, 2005, the Consideration to be Paid by Ameritrade in the Acquisition of TD Waterhouse was Fair, from a Financial Point of View, to Ameritrade			11
	Ameritrade Executive Officers and Directors have Financial and Other Interests in the Transaction that may be Different from or in Addition to Your Interests			12
	The Companies			13
	Board of Directors and Executive Management of TD Ameritrade Following the Acquisition of TD Waterhouse			13
	The Special Meeting of Ameritrade Stockholders			14
	The Share Purchase Agreement			16
	The Voting Agreement			19
	The Stockholders Agreement			19
	Regulatory Approvals Required for the Acquisition of TD Waterhouse			22
	Accounting Treatment of the Acquisition of TD Waterhouse			22
	Comparative Historical and Pro Forma Per Share Data			23
	Per Share Market Price Data			24
	Summary Selected Historical Consolidated Financial Data of TD Waterhouse			25
	Summary Selected Historical Consolidated Financial Data of Ameritrade			27
	Selected Unaudited Pro Forma Combined Condensed Financial Data of TD Ameritrade			29
RISK FACTORS				30
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS				34
THE SPECIAL MEETING				35
	Date, Time and Place			35
	Matters to be Considered			35
	Record Date; Shares Outstanding and Entitled to Vote			36
	How to Vote Your Shares			36
	How to Change Your Vote			36
	Counting Your Vote			37
	Broker “Non-Votes”			37
	Quorum and Required Votes			38
	Solicitation of Proxies			39
	Recommendation of the Board of Directors			39

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			Page
THE TRANSACTION				40
	Background of the Transaction			40
	Ameritrade’s Reasons for the Transaction			48
	Opinion of Ameritrade’s Financial Advisor			50
	Interests of Ameritrade’s Executive Officers and Directors in the Transaction			60
	Directors and Management of TD Ameritrade Following the Acquisition of TD Waterhouse			61
	Certain Material U.S. Federal Income Tax Consequences			62
	Anticipated Accounting Treatment			64
	Regulatory Matters Related to the Acquisition of TD Waterhouse			65
	No Appraisal Rights			65
	Litigation Relating to the Transaction			65
	Treatment of TD Equity Awards Held by TD Waterhouse Employees			65
THE SPECIAL DIVIDEND				66
PROPOSAL NO. 1: THE ISSUANCE OF SHARES UNDER THE SHARE PURCHASE AGREEMENT				68
THE SHARE PURCHASE AGREEMENT				69
	Consideration to be Paid in the Transaction			69
	Closing Date Capital Adjustment			69
	Closing			71
	Representations and Warranties			71
	Covenants and Agreements			74
	Conditions to the Acquisition of TD Waterhouse			85
	Termination			86
	Effect of Termination			87
	Indemnification			88
	Amendments, Extension and Waivers			89
CERTAIN AGREEMENTS RELATED TO THE ACQUISITION OF TD WATERHOUSE				90
	Voting Agreement			90
	Stockholders Agreement			91
	Amended and Restated Registration Rights Agreement			96
	Ameritrade Canada Purchase Agreement			97
	Trademark License Agreement			98
	Money Market Deposit Account Agreement			99
	Services Agreement			100
	Post-Transaction Bylaws of TD Ameritrade			100
PROPOSAL NO. 2, INCLUDING SUB-PROPOSAL NOS. 2A-2F — THE POST TRANSACTION CERTIFICATE OF INCORPORATION				102
	Sub-Proposal No. 2A: Proposal to approve provisions restricting the authority of TD Ameritrade to implement anti-takeover measures that would potentially conflict with the terms of the stockholders agreement			102
	Sub-Proposal No. 2B: Proposal to approve the increase of the authorized shares of common stock, $0.01 par value per share, of TD Ameritrade from 650,000,000 to 1,000,000,000			102
	Sub-Proposal No. 2C: Proposal to approve a provision which prohibits action by written consent of stockholders of TD Ameritrade			103

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			Page
	Sub-Proposal No. 2D: Proposal to approve a provision increasing the size of the board of directors from nine members to twelve members during certain periods specified in the stockholders agreement			103
	Sub-Proposal No. 2E: Proposal to approve a provision setting forth procedures for the nomination or appointment of outside independent directors to the TD Ameritrade board of directors and the maintenance of an outside independent directors committee and a non-TD directors committee			104
	Sub-Proposal No. 2F: Proposal to approve a provision which allocates corporate opportunities between TD Ameritrade and TD			105
	Vote Required and Board of Directors Recommendation			106
	Additional Changes to the Certificate of Incorporation			106
PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 1996 LONG-TERM INCENTIVE PLAN				108
	Summary of the 1996 Plan			108
	Summary of U.S. Federal Income Tax Consequences			111
	Historical Plan Benefits			113
	Required Vote and Board of Directors Recommendation			113
PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 1996 DIRECTORS INCENTIVE PLAN				114
	Summary of the Director Plan			114
	Summary of U.S. Federal Income Tax Consequences			117
	Historical Plan Benefits			119
	Required Vote and Board of Directors Recommendation			119
PROPOSAL NO. 5: ADJOURNMENT OF THE SPECIAL MEETING				120
TD WATERHOUSE BUSINESS DESCRIPTION				121
INDEX TO TD WATERHOUSE CONSOLIDATED FINANCIAL STATEMENTS				123
TD WATERHOUSE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				162
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS OF TD AMERITRADE				175
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF AMERITRADE				184
FUTURE AMERITRADE STOCKHOLDER PROPOSALS				187
WHERE YOU CAN FIND MORE INFORMATION				188
APPENDICES
Appendix A — Agreement of Sale and Purchase
Appendix B — Opinion of Citigroup Global Markets Inc.
Appendix C — Form of Amended and Restated Certificate of Incorporation
Appendix D — Form of Amended and Restated Bylaws
Appendix E — Voting Agreement
Appendix F — Stockholders Agreement
Appendix G — Form of Amended and Restated 1996 Long-Term Incentive Plan
Appendix H — Form of Amended and Restated 1996 Directors Incentive Plan

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Q1:	What is the transaction?
A1:	Ameritrade Holding Corporation, or Ameritrade, has entered into a definitive agreement of sale and purchase to acquire all of the capital stock of TD Waterhouse Group, Inc., or TD Waterhouse, from The Toronto-Dominion Bank, or TD. In this proxy statement, we refer to the agreement of sale and purchase as the share purchase agreement. In connection with the acquisition of all of the capital stock of TD Waterhouse:

	•	Ameritrade will issue 193,600,000 shares of Ameritrade common stock to TD, and/or one or more of TD’s affiliates, in accordance with the terms of the share purchase agreement and pay $20,000 in cash in exchange for the outstanding capital stock of TD Waterhouse.
	•	Ameritrade will change its name to “TD Ameritrade Holding Corporation.”
	•	Ameritrade will pay a special cash dividend of $6.00 per share to its stockholders, subject to Ameritrade obtaining adequate financing, and Ameritrade will adjust its outstanding equity awards to preserve the pre-dividend economic value of the awards. The special dividend is a condition to the completion of the transaction and we will pay it only if the transaction is completed.
	•	Ameritrade will sell its Canadian brokerage business, Ameritrade Canada, Inc., to TD for $60 million in cash, subject to certain adjustments.
	•	Prior to the completion of the transaction, TD Waterhouse will complete (1) the distribution to TD of any excess capital of TD Waterhouse above a specified minimum capital level (which includes a cash amount equal to $1.00 per share of Ameritrade common stock to be retained by TD Waterhouse to fund a portion of the special dividend) and (2) the transfer of all of its non-U.S. and non-brokerage businesses to TD, so that at the time of completion of the acquisition of TD Waterhouse, TD Waterhouse will retain only its U.S. retail securities brokerage business.
	•	Ameritrade has entered into a new stockholders agreement with TD and Ameritrade’s Chairman and Founder J. Joe Ricketts, his wife and certain trusts for the benefit of their family, collectively referred to in this proxy statement as the Ricketts holders, which contains various provisions relating to the governance of TD Ameritrade following the completion of the transaction, including board composition, stock ownership, transfers by TD and the Ricketts holders, voting and other matters, and Ameritrade is proposing to make certain changes to its certificate of incorporation and bylaws to give effect to and facilitate the provisions of the stockholders agreement.

	Following the completion of the acquisition of TD Waterhouse:

	•	TD will initially beneficially own approximately 32% of the outstanding voting securities of TD Ameritrade.
	•	TD will commence a tender offer, at a price of not less than $16 per share (on an ex-dividend basis), to increase its beneficial ownership of TD Ameritrade voting securities to 39.9%. J. Joe Ricketts may elect to participate as a co-bidder in the tender offer to increase his beneficial ownership of TD Ameritrade voting securities to up to 29%.
	•	Subject to certain exceptions, none of TD, J. Joe Ricketts, so long as he is serving as a director of TD Ameritrade, or any of their respective affiliates may participate in or own any portion of a business engaged in the business of providing securities brokerage services in the U.S. (or, solely in the case of Mr. Ricketts and his affiliates, in Canada) to retail traders, individual investors and registered investment advisors.

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	•	TD Ameritrade will be prohibited from participating in or owning any portion of a business that competes with TD in the securities brokerage industry in Canada, and from owning a bank or similar financial institution.

Q2:	What am I being asked to vote on?

A2:	You are being asked to vote to approve the issuance of 193,600,000 shares of Ameritrade common stock under the share purchase agreement between Ameritrade and TD.

	You are also being asked to vote to approve the amendment and restatement of our certificate of incorporation, including each of the amendments to the certificate of incorporation listed below:

	•	provisions restricting the authority of TD Ameritrade to implement anti-takeover measures that would potentially conflict with the terms of the stockholders agreement entered into in connection with the acquisition of TD Waterhouse;
	•	an increase in the authorized number of shares of common stock, $0.01 par value per share, of TD Ameritrade from 650,000,000 to 1,000,000,000;
	•	a provision which prohibits action by written consent of stockholders of TD Ameritrade;
	•	an increase in the size of our board of directors from nine members to twelve members for so long as the corporate governance provisions of the stockholders agreement entered into in connection with the proposed acquisition of TD Waterhouse remain in effect, and thereafter allowing the size of our board of directors to be determined by the board of directors;
	•	a provision setting forth procedures for the nomination or appointment of outside independent directors to the TD Ameritrade board of directors and the maintenance of an outside independent directors committee and a non-TD directors committee; and
	•	a provision which allocates corporate opportunities between TD Ameritrade and TD and which otherwise modifies the existing corporate opportunities provision of the certificate of incorporation.

	We are also asking you to approve the amendment and restatement of our 1996 Long-Term Incentive Plan and our 1996 Directors Incentive Plan to reserve an additional 20,000,000 shares of Ameritrade common stock for future issuance under these plans. Subject to the approval of the proposed share reserve increase by our stockholders, the board of directors of Ameritrade has approved a corresponding reduction of 20,000,000 shares in the share reserve under Ameritrade’s 1998 Stock Option Plan. The share reserve increase under our 1996 Long-Term Incentive Plan and our 1996 Directors Incentive Plan and the corresponding reduction in the 1998 Stock Option Plan share reserve will therefore result in no net additional shares being reserved for issuance.
	Finally, you are being asked to vote on a proposal to adjourn the special meeting of stockholders to a later date or dates if necessary to permit further solicitation of proxies on all proposals if there are not sufficient votes at the time of the special meeting to approve the issuance of Ameritrade common stock to TD or the amendment and restatement of our certificate of incorporation, including each related sub-proposal.

Q3:	Why is Ameritrade seeking stockholder approval of the amendment and restatement of its 1996 Long-Term Incentive Plan and its 1996 Directors Incentive Plan?

A3:

The board of directors of Ameritrade has determined, contingent upon stockholder approval, to increase the share reserve under Ameritrade’s 1996 Long-Term Incentive Plan by 19,000,000 shares and to increase the share reserve under Ameritrade’s 1996 Directors Incentive Plan by 1,000,000 shares. This will help ensure that Ameritrade (1) has a reasonable number of shares available to grant incentive awards under the 1996 Long-Term Incentive Plan and the 1996 Directors Incentive Plan and (2) has the most flexibility with respect to the types of incentive awards which may be granted. Subject to the approval of the proposed share reserve increase by

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	Ameritrade’s stockholders, the board of directors of Ameritrade has also approved a corresponding reduction of 20,000,000 shares in the share reserve under Ameritrade’s 1998 Stock Option Plan.

As a result of these changes, the share reserve increase of 19,000,000 shares under the 1996 Long-Term Incentive Plan and the share reserve increase of 1,000,000 shares under the 1996 Directors Incentive Plan will consist entirely of shares previously authorized for issuance under the 1998 Stock Option Plan. The share increase under the 1996 Long-Term Incentive Plan and the 1996 Directors Incentive Plan and the corresponding reduction in the 1998 Stock Option Plan share reserve will therefore result in no net additional shares being reserved for issuance under Ameritrade stock plans.

Q4:	What vote of Ameritrade stockholders is required in connection with each of the proposals?

A4:	A quorum, consisting of the holders of a majority of the issued and outstanding shares of Ameritrade common stock as of the record date of the special meeting, must be present in person or by proxy before any action may be taken at the special meeting. Abstentions will be treated as shares that are present for purposes of determining the presence of a quorum.

	The affirmative vote of the holders of a majority of the shares of Ameritrade common stock present in person or represented by proxy and voting on the matter is required to approve the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement.
	The affirmative vote of the holders of a majority of the outstanding shares of Ameritrade common stock entitled to vote at the special meeting is required to approve our amended and restated certificate of incorporation, including each of the related sub-proposals described in Q&A 2 above.
	The affirmative vote of the holders of a majority of the shares of Ameritrade common stock present in person or represented by proxy and voting on the matter is required to approve each of the proposals related to the amended and restated stock plans and the proposal to adjourn the special meeting if necessary to permit further solicitation of proxies on the issuance of Ameritrade common stock in accordance with the terms of the share purchase agreement or the amendment and restatement of our certificate of incorporation, including each related sub-proposal.
	The completion of the acquisition of TD Waterhouse is conditioned upon the approval of the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation (including each of the related sub-proposals). As a result, a vote against the proposal relating to the issuance of Ameritrade common stock to TD, the proposal relating to the amendment and restatement of our certificate of incorporation (or any of the related sub-proposals) will effectively be a vote against the acquisition of TD Waterhouse. The completion of the acquisition of TD Waterhouse is not conditioned upon the approval of the proposals relating to the amendment and restatement of our stock plans.
	In connection with the acquisition of TD Waterhouse, the Ricketts holders, certain entities affiliated with TA Associates, or the TA holders, and certain entities affiliated with Silver Lake Partners, or the SLP holders, have agreed to vote their shares in favor of the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation, including each of the related sub-proposals. As of September 2, 2005, the Ricketts holders, the TA holders and the SLP holders collectively owned approximately 34% of the outstanding shares of Ameritrade common stock.

Q5:	Do I need to send in my stock certificates if the transaction is completed?

A5:	No. You will not be required to exchange your certificates representing shares of Ameritrade common stock in connection with this transaction.

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Q6:	What happens if I do not vote?

A6:

The proposal to approve the amendment and restatement of our certificate of incorporation requires the affirmative vote of the holders of a majority of the outstanding shares of Ameritrade common stock. Because of this vote requirement and because the approval of this proposal is required to complete the acquisition of TD Waterhouse, failure to vote on the proposal to approve our amended and restated certificate of incorporation, including any of the related sub-proposals, is effectively a vote against the proposal and therefore a vote against the acquisition of TD Waterhouse.

The failure to vote on the proposals to approve the issuance of Ameritrade common stock to TD, the amendment and restatement of our 1996 Long-Term Incentive Plan and 1996 Directors Incentive Plan, and the adjournment of the special meeting if necessary to permit further solicitation of proxies will have no effect on the outcome of those proposals so long as there is a quorum present at the special meeting. However, the failure to vote on these proposals, by failing to either submit a proxy or attend the special meeting, may make it more difficult to establish a quorum at the special meeting.

Q7:	What do I need to do now?

A7:

After carefully reading and considering the information contained in this proxy statement, please submit your proxy by telephone or via the Internet in accordance with the instructions set forth in the enclosed proxy card, or fill out, sign and date the proxy card, and then mail your signed proxy card in the enclosed prepaid envelope as soon as possible so that your shares may be voted at the special meeting. See “The Special Meeting — How to Vote Your Shares” beginning on page 36.

Q8:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A8:

You should instruct your broker to vote your shares. If you do not instruct your broker, your broker will not have the authority to vote your shares for the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement, the amendment and restatement of our certificate of incorporation, including any of the related sub-proposals, the amendment and restatement of the 1996 Long-Term Incentive Plan and the 1996 Directors Incentive Plan.

	Because of the vote requirements discussed in Q&A 4 and Q&A 6 above, broker “non-votes,” where the broker does not vote for or against a proposal, will have the same effect as votes cast against the proposal to approve the amendment and restatement of our certificate of incorporation (including the related sub-proposals) and, therefore, will have the same effect as votes against the acquisition of TD Waterhouse. However, broker “non-votes” will have no effect on the approval of the other proposals discussed in Q&A 4 and Q&A 6 above.
	Please check with your broker and follow the voting procedures your broker provides. Your broker will advise you whether you may submit voting instructions by telephone or via the Internet. See “The Special Meeting — Broker ‘Non-Votes”’ and “The Special Meeting— Quorum and Required Votes” beginning on pages 37 and 38, respectively.

Q9:	May I change my vote after I have submitted a proxy by telephone or via the Internet or mailed my signed proxy card?

A9:

Yes. You may change your vote at any time before your proxy is voted at the special meeting. You can do this in several ways. You can send a written notice stating that you want to revoke your proxy, or you can complete and submit a new proxy card. If you choose either of these methods, you must submit your notice of revocation or your new proxy card to the Corporate Secretary of Ameritrade (Ameritrade Holding Corporation, Attention: Corporate Secretary, 4211 S. 102nd Street, Omaha, NE 68127).

	You can also change your vote by submitting a proxy at a later date by telephone or via the Internet, in which case your later-submitted proxy will be recorded and your earlier proxy revoked.

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	You can also attend the special meeting and vote in person. Simply attending the special meeting, however, will not revoke your proxy; you must vote at the special meeting.
	If you have instructed a broker to vote your shares, the preceding instructions do not apply, and you must follow the voting procedures received from your broker to change your vote.

Q10:	If I want to attend the special meeting, what do I do?

A10:

You should come to                     , at                     local time, on                     , 2005. Stockholders of record as of the record date for the special meeting (                    , 2005) can vote in person at the special meeting. If your shares are held in street name, then you are not the stockholder of record and you must ask your broker, bank or other nominee holder how you can vote at the special meeting.

Q11:	Who can help answer my additional questions about this transaction?

A11:	If you have questions about this transaction, you should contact:

Q1:	What is a special dividend?

A1:	A dividend is a distribution by a company to its stockholders of cash, stock or property. A company’s board of directors may from time to time declare a dividend, payable to stockholders quarterly, semiannually or annually, or on a one-time basis. A one-time or non-recurring dividend is commonly referred to as a special dividend.

Q2:	What is the special dividend that was announced by Ameritrade on June 22, 2005 in connection with the acquisition of TD Waterhouse?

A2:

The dividend Ameritrade announced on June 22, 2005 is a special cash dividend of $6.00 per share that will be payable only if sufficient funds are available for the dividend and such declaration and payment is permitted by applicable law and if the acquisition of TD Waterhouse is completed. It is important to note that the Ameritrade board of directors has not yet declared the proposed special dividend. Please see Q&A 3 below regarding the declaration date. TD will effectively fund $1.00 per share of the special dividend. Ameritrade will be required to borrow approximately $1.6 to $2.0 billion to fund the special dividend.

Q3:	What dates are relevant to the receipt of the special dividend, when will those dates be determined and when will they occur for the special dividend?

A3:	Whether a stockholder is entitled to the special dividend will depend on several significant dates determined in accordance with applicable rules of the Nasdaq National Market. These dates include the declaration date, the record date, the closing date, the payable date and the ex-dividend date. Each of these dates is described below.

	•	Declaration date — This is the date on which a board of directors (1) decides that the company will pay a dividend and (2) sets the record date and the payable date for the dividend.
	•	Record date — This is the date set by a company for the purpose of determining its stockholders of record and the stock outstanding on the record date. The dividend is paid only on stock outstanding on the record date. We expect that the record date for the special dividend will be a date at least 10 calendar days after the declaration date and approximately 10 business days before the expected closing date of the acquisition of TD Waterhouse.

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	•	Closing date — This is the date that the acquisition of TD Waterhouse will be completed.
	•	Payable date — This is the date that a company pays the dividend. Please note that the actual receipt of the dividend by stockholders entitled to the dividend may take several days following the payable date. We expect that the payable date for the special dividend will be on the closing date of the acquisition of TD Waterhouse or the first trading day after the closing date.
	•	Ex-dividend date or ex-date — This is the date on and after which the stock trades in the Nasdaq National Market or on a stock exchange without the right to receive the declared dividend. We expect that the ex-dividend date will be the first trading day after the payable date.

	Please keep in mind that the special dividend is contingent on the completion of the proposed acquisition of TD Waterhouse.

Q4:	Who is entitled to the special dividend?

A4:

Because shares of Ameritrade common stock sold in the market after the record date and on or before the payable date include the right to receive the special dividend, if you purchase shares of Ameritrade common stock in the market on or before the payable date (whether or not you owned the shares on the record date) and hold those shares until after the market opens on the ex-dividend date, you will receive the special dividend on those shares. Accordingly,

	•	If you sell shares of Ameritrade common stock in the market before the ex-dividend date (whether or not you owned the shares on the record date), you will not be entitled to the special dividend with respect to those shares.
	•	If you buy shares of Ameritrade common stock in the market on or after the ex-dividend date, you will not be entitled to the special dividend with respect to those shares.

	Your market trade does not need to settle by the payable date in order to receive the special dividend. Rather, if you buy shares of Ameritrade common stock in the market on or before the payable date and hold those shares until after the market opens on the ex-dividend date, you will receive the special dividend on those shares.
	The treatment of shares subject to stock options granted by Ameritrade to its employees or directors is not addressed in this Q&A 4. See Q&A 6 below for questions and answers related to stock options granted by Ameritrade and held by Ameritrade employees or directors.
	The special dividend is contingent on the closing of the acquisition of TD Waterhouse.

Q5:	What happens to a company’s stock price after a dividend is paid?

A5:	In theory, and disregarding other events and conditions that may affect financial markets and the price of a company’s stock, when a company pays a special dividend, its stock price declines on the ex-dividend date to reflect the payment of the dividend. However, we cannot predict whether our stock price will decline in such a manner.

Q6:	Are holders of stock options and other equity awards granted by Ameritrade entitled to receive the dividend?

A6:	Stock options held by Ameritrade employees or directors are not entitled to cash dividends because dividends are paid on shares of stock outstanding as of the record date. Shares of stock underlying stock options that have not been exercised are not outstanding on the record date and therefore would not be entitled to the proposed special dividend.

	However, we believe it is appropriate that holders of outstanding equity awards be treated fairly with respect to the special dividend, and in accordance with the terms of our stock plans, we will adjust any outstanding equity awards under the plans to preserve the pre-dividend economic value of the awards after payment of the proposed special dividend.

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Q7:	Will I owe taxes on the proposed special dividend?

A7:

A portion of the special dividend will be treated as “qualified dividend income” to the extent paid out of Ameritrade’s current or accumulated earnings and profits, as determined under the Internal Revenue Code of 1986, as amended, or the Code, for the calendar year in which the special dividend is paid. The portion of the special dividend that will be taxable as qualified dividend income will not be determined until after December 31 of the year in which the special dividend is paid. With the assumption that current market conditions continue through the end of calendar year 2005, and that the special dividend is paid by December 31, 2005, based on preliminary estimates of Ameritrade’s earnings and profits for tax purposes, it is anticipated that between approximately 25% to 30% of the special dividend received by each holder of Ameritrade common stock will be treated as qualified dividend income for United States federal income tax purposes. The portion of the special dividend that will be taxable as qualified dividend income may be more or less than these estimated percentages, depending on the actual results of Ameritrade’s operations through the close of the 2005 calendar year, if the special dividend is paid in 2005, or the 2006 calendar year, if the special dividend is paid in 2006. Any portion of the special dividend in excess of each holder’s pro rata share of Ameritrade’s earnings and profits will be treated first as a tax-free return of capital up to each holder’s basis in its shares of Ameritrade common stock, with any remainder treated as a capital gain.

	A non-corporate United States holder of Ameritrade common stock may be eligible to be taxed at a 15% (or lower) federal income tax rate on any portion of the special dividend constituting qualified dividend income for United States federal income tax purposes, provided that a minimum holding period and other requirements are satisfied. The 15% (or lower) tax rate for qualified dividend income is available only if the shares of Ameritrade common stock have been held for at least 61 days during the 121-day period beginning 60 days before the ex-dividend date.
	Non-United States holders of Ameritrade common stock will generally be subject to withholding on the gross amount of the special dividend at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
	Because individual tax circumstances vary, you should consult your own tax advisor as it relates to your particular tax situation.

Q1:	What is the tender offer?

A1:

Following the closing of the acquisition of TD Waterhouse, TD will initially beneficially own approximately 32% of the outstanding voting securities of TD Ameritrade. Following the closing of the acquisition of TD Waterhouse, TD will commence a tender offer, at a price of no less than $16 per share (on an ex-dividend basis) to increase its beneficial ownership of TD Ameritrade voting securities to 39.9%. J. Joe Ricketts may elect to participate as a co-bidder in the tender offer to increase his beneficial ownership to up to 29% of TD Ameritrade voting securities. TD will not be obligated to offer to pay more than $16 per share.

	Following the closing of the acquisition of TD Waterhouse, TD and J. Joe Ricketts, if he elects to participate as a co-bidder in the tender offer, will provide TD Ameritrade stockholders with additional information regarding the tender offer.

Q2:	Can TD change the price per share of the tender offer?

A2:	The tender offer is subject to a minimum price per share of $16. However, TD may, at its discretion, increase the price per share that it offers.

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Q3:	Will TD buy all shares that are tendered?

A3:

The tender offer will not be subject to any minimum condition on the number of shares tendered. Subject to the other conditions of the tender offer being satisfied and the proration described in the following sentence, TD will purchase any shares that are tendered even if the number of shares tendered is less than the number TD offers to buy. If the number of shares of TD Ameritrade common stock tendered is greater than the number TD offers to buy, TD will purchase the shares pro rata, which means that a stockholder who accepts the offer will have only a portion of such stockholder’s shares bought by TD.

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	Although Ameritrade expects that the acquisition of TD Waterhouse will result in benefits to Ameritrade, the combined company may not realize those benefits because of integration difficulties and other challenges.

	•	demonstrating to the clients of Ameritrade and to the clients of TD Waterhouse that the acquisition of TD Waterhouse will not result in adverse changes in client service standards or business focus and helping clients conduct business easily with the combined company;
	•	consolidating and rationalizing technology platforms and administrative infrastructures;
	•	combining product offerings;
	•	coordinating sales and marketing efforts to effectively communicate the capabilities of the combined company;
	•	integrating and rationalizing settlement and account and order management systems;
	•	preserving marketing and other important relationships of both Ameritrade and TD Waterhouse and resolving potential conflicts that may arise;
	•	integrating and rationalizing TD Waterhouse’s branch operations to serve the combined client base of TD Ameritrade;
	•	minimizing the diversion of management attention from ongoing business concerns; and
	•	combining the corporate cultures, maintaining employee morale and retaining key employees.

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	The market price of TD Ameritrade common stock may decline as a result of the acquisition of TD Waterhouse.

	TD and the Ricketts holders will exercise significant influence over TD Ameritrade.

	Conflicts of interest may arise between TD Ameritrade and TD, which may be resolved in a manner that adversely affects TD Ameritrade’s business, financial condition or results of operations.

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	Ameritrade will incur significant indebtedness in connection with the transaction.

	Some directors and executive officers of Ameritrade have interests in the acquisition of TD Waterhouse that may differ from the interests of Ameritrade stockholders including, if the acquisition of TD Waterhouse is completed, the receipt of financial and other benefits.

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	The acquisition of TD Waterhouse is subject to the receipt of consents and approvals from government entities that may not be received or that may impose conditions that could have an adverse effect on TD Ameritrade following the completion of the acquisition.

	The stock price and business of Ameritrade may be adversely affected if the acquisition of TD Waterhouse is not completed.

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	•	Proposal No. 1: a proposal to approve the issuance of 193,600,000 shares of Ameritrade common stock to TD, and/or one or more of TD’s affiliates, in accordance with the terms of the share purchase agreement;
	•	Proposal No. 2: a proposal to approve the amendment and restatement of the certificate of incorporation of Ameritrade, with the following sub-proposals:

	•	2A — a proposal to approve provisions restricting the authority of TD Ameritrade to implement anti-takeover measures that would potentially conflict with the terms of the stockholders agreement entered into in connection with the proposed acquisition of TD Waterhouse;
	•	2B — a proposal to approve the increase of the authorized number of shares of common stock, $0.01 par value per share, of TD Ameritrade from 650,000,000 to 1,000,000,000;
	•	2C — a proposal to approve a provision which prohibits action by written consent of stockholders of TD Ameritrade;
	•	2D — a proposal to approve a provision increasing the size of the board of directors from nine members to twelve members for so long as the corporate governance provisions of the stockholders agreement entered into in connection with the proposed acquisition of TD Waterhouse remain in effect, and thereafter to allow the size of the board of directors to be determined by the board of directors;
	•	2E — a proposal to approve a provision setting forth procedures for the nomination or appointment of outside independent directors to the TD Ameritrade board of directors and the maintenance of an outside independent directors committee and a non-TD directors committee; and
	•	2F — a proposal to approve a provision which allocates corporate opportunities between TD Ameritrade and TD and which otherwise modifies the existing corporate opportunities provision of the certificate of incorporation;

	•	Proposal No. 3: a proposal to approve an amendment and restatement of the Ameritrade Holding Corporation 1996 Long-Term Incentive Plan to reserve an additional 19,000,000 shares of Ameritrade common stock for future issuance under the 1996 Long-Term Incentive Plan;
	•	Proposal No. 4: a proposal to approve an amendment and restatement of the Ameritrade Holding Corporation 1996 Directors Incentive Plan to reserve an additional 1,000,000 shares of Ameritrade common stock for future issuance under the 1996 Directors Incentive Plan; and
	•	Proposal No. 5: a proposal to adjourn the special meeting if necessary to permit further solicitation of proxies on all proposals if there are not sufficient votes at the time of the special meeting to approve Proposal No. 1 relating to the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement or Proposal No. 2 relating to the amendment and restatement of our certificate of incorporation, including each of the related sub-proposals.

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	•	Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Standard Time on                     , 2005 by calling the toll-free telephone number on your proxy card. Telephone proxy submission is available 24 hours a day. Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate stockholders by using individual control numbers. IF YOU SUBMIT A PROXY BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
	•	Submitting a Proxy via the Internet: You can submit a proxy via the Internet until 11:59 p.m. Eastern Standard Time on                     , 2005 by accessing the web site listed on your proxy card and following the instructions you will find on the web site. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded. IF YOU SUBMIT A PROXY VIA THE INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
	•	Submitting a Proxy by Mail: If you choose to submit a proxy by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

	•	delivering to the Corporate Secretary of Ameritrade prior to the special meeting a written notice of revocation by mail to 4211 South 102nd Street, Omaha, Nebraska 68127;

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	•	delivering to the Corporate Secretary of Ameritrade prior to the special meeting a properly executed proxy with a later date by mail to 4211 South 102nd Street, Omaha, Nebraska 68127;
	•	submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted); or
	•	attending the special meeting and voting in person.

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	•	The board of directors’ knowledge of Ameritrade’s business, operations, financial condition and prospects and of TD Waterhouse’s business, operations, financial conditions and prospects, taking into account the results of Ameritrade’s due diligence review of TD Waterhouse, discussions with management of TD Waterhouse and TD and the presentations and evaluation of Ameritrade’s financial advisor.
	•	The board of directors’ knowledge of the current and prospective environment in which Ameritrade and TD Waterhouse operate, including political and economic conditions, the competitive environment, the market for potential acquisitions and the likely effect of these factors on Ameritrade’s and TD Waterhouse’s potential growth, development, productivity, profitability and strategic options.
	•	The board of directors’ assessment that the acquisition of TD Waterhouse is reasonably likely to enhance Ameritrade’s strategic goal of increasing the scale of Ameritrade’s business and expanding its operations into the long-term investor market, which is expected to reduce volatility in Ameritrade’s business, increase Ameritrade’s exposure to higher-growth brokerage markets and fill out the suite of services Ameritrade offers to its clients so as to provide a more attractive comprehensive brokerage solution.
	•	The work of the special committee of the board of directors and its views regarding the terms and financial aspects of the transaction provided to the board of directors;
	•	The significant synergy opportunities identified by Ameritrade management in connection with the acquisition of TD Waterhouse, including expected cost savings and increased revenue opportunities, and the timeline for achievement of these synergies projected by Ameritrade management following its due diligence investigation of TD Waterhouse.
	•	The experience of Ameritrade’s management in implementing previous acquisitions and substantially achieving or surpassing projected integration and synergy targets and timelines, and the

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		expectation that the combined company following the acquisition of TD Waterhouse would continue to be managed by Ameritrade’s experienced senior executives.
	•	The financial terms of the acquisition of TD Waterhouse, including the immediate liquidity to be provided to Ameritrade stockholders through the special dividend and the tender offer to be made by TD (and J. Joe Ricketts at his election), together with the realization of the synergy opportunities projected in connection with the acquisition of TD Waterhouse and the ability of Ameritrade’s stockholders to continue to participate in any future growth of Ameritrade.
	•	The board of directors’ understanding of the other strategic alternatives likely to be available to Ameritrade, including the terms of an alternative transaction proposed by E*TRADE following discussions between Ameritrade and E*TRADE.
	•	The stockholder and regulatory approvals required in connection with the acquisition of TD Waterhouse and the other terms of the share purchase agreement, and the likelihood that, once the share purchase agreement had been entered into, the acquisition of TD Waterhouse would be completed if the issuance of Ameritrade common stock in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation were approved by our stockholders and the acquisition of TD Waterhouse were approved by applicable regulatory agencies.
	•	The terms of the stockholders agreement, including provisions providing for restrictions on the acquisition and transfer of Ameritrade common stock by TD and the Ricketts holders, and the requirements to be followed by TD in seeking to effect certain “going private” transactions with respect to Ameritrade.
	•	The financial analysis presented by Citigroup, as financial advisor to Ameritrade, and the opinion delivered by Citigroup to the effect that, as of June 22, 2005, and based upon and subject to the assumptions made, matters considered and limitations set forth in the opinion, the consideration to be paid by Ameritrade pursuant to the share purchase agreement was fair to Ameritrade from a financial point of view. See “The Transaction — Opinion of Ameritrade’s Financial Advisor” beginning on page 50.

	•	The fact that TD would hold approximately 32% of the outstanding TD Ameritrade common stock upon consummation of the acquisition of TD Waterhouse and would be permitted to acquire, subject to certain qualifications, up to 39.9% of the outstanding TD Ameritrade common stock during the three years from the closing, up to 45% for the remainder of the term of the stockholders agreement (a maximum of 10 years following the closing) and an unlimited number of shares of TD Ameritrade common stock following the termination of the stockholders agreement. In this regard, the Ameritrade board of directors considered the impact this could have on the willingness of a third party to propose a strategic transaction with Ameritrade in the future.
	•	The terms of the share purchase agreement restricting Ameritrade’s solicitation of third party acquisition proposals and providing for Ameritrade’s payment of a termination fee to TD in specified events and the terms of the voting agreement entered into by certain Ameritrade stockholders, all of which the Ameritrade board of directors understood, while required by TD as a condition to TD’s willingness to enter into the share purchase agreement, could affect the willingness of a third party to propose a competing business transaction with Ameritrade.
	•	The terms of the stockholders agreement imposing restrictions on the board composition and corporate governance of Ameritrade following the acquisition of TD Waterhouse and providing for certain rights of TD and the Ricketts holders to purchase Ameritrade securities to maintain their ownership percentage.

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	•	The possibility that the synergies and other financial and strategic benefits expected to be achieved in the acquisition of TD Waterhouse would not be obtained on a timely basis or at all.
	•	The risks and costs that could be borne by Ameritrade if the acquisition of TD Waterhouse is not completed, including the diversion of management and employee attention during the period after the signing of the share purchase agreement, potential employee attrition and the potential effect on Ameritrade’s business and client relations. In that regard, under the share purchase agreement, Ameritrade must conduct its business in the ordinary course and is subject to a variety of other restrictions on the conduct of its business prior to completion of the acquisition of TD Waterhouse or termination of the share purchase agreement, which may delay or prevent Ameritrade from undertaking business opportunities that may arise.

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	•	current and historical market prices and trading volumes of Ameritrade common stock;
	•	the historical and projected earnings and other operating data of Ameritrade and TD Waterhouse; and
	•	the capitalization and financial condition of Ameritrade and TD Waterhouse.

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			Closing Price
			May 4,				June 21,
			2005				2005
Stock Price			$	10.78			$	14.82
Transaction Value (in millions)			$	2,091			$	2,874
Price as a Multiple of:
	September Fiscal 2005 Estimated Revenue			2.6	x			3.6	x
	September Fiscal 2005 Estimated Pre-Tax, Pre-Advertising Income			8.6	x			11.8	x
	September Fiscal 2005 Estimated Net Income			20.6	x			28.3	x
	September Fiscal 2006 Estimated Net Income			17.9	x			24.6	x
	September Fiscal 2005 Estimated Net Income with Synergies			4.9	x			6.7	x
	September Fiscal 2006 Estimated Net Income with Synergies			4.7	x			6.5	x

	•	The Charles Schwab Corporation
	•	E*TRADE; and
	•	Ameritrade.

	•	the ratio of price to last twelve months earnings, September fiscal 2005 estimated earnings, next twelve months estimated earnings, and September fiscal 2006 estimated earnings;
	•	the ratio of firm value to September fiscal 2005 and September fiscal 2006 estimated revenue; and
	•	the ratio of firm value to September fiscal 2005 and September fiscal 2006 estimated earnings before interest, taxes, depreciation and amortization (EBITDA).

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			Comparable Companies at
			May 4, 2005
			Closing Price
			Range				Median
Ratio of Price to:
	Last Twelve Months Earnings			11.5x - 23.0x				14.5x
	September fiscal 2005 Estimated Earnings			11.2x - 21.1x				13.6x
	Next Twelve Months Estimated Earnings			10.7x - 19.0x				12.7x
	September fiscal 2006 Estimated Earnings			10.3x - 17.6x				12.3x
Ratio of Firm Value to:
	September fiscal 2005 Estimated Revenue			2.8x - 4.2x				2.9x
	September fiscal 2006 Estimated Revenue			2.6x - 4.0x				2.7x
Ratio of Firm Value to:
	September fiscal 2005 Estimated EBITDA			6.3x - 9.9x				7.6x
	September fiscal 2006 Estimated EBITDA			5.4x - 8.7x				7.1x

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										Actual TD
		Implied Equity								Equity Ownership
		Value Reference								Following
		Range				Implied TD Equity				Acquisition of TD
		($ in millions)				Ownership Range				Waterhouse
TD Waterhouse Standalone		$	1,700 - $1,800				28% - 29%				32%
TD Waterhouse with 100% of Cost Synergies		$	3,900 - $4,300				47% - 49%				32%
TD Waterhouse with 100% of Cost and Revenue Synergies		$	4,900 - $5,400				52% - 55%				32%

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			Actual
			Pro Forma
			Ownership
			of TD
			32%
			Implied TD
			Ownership
Contribution to Historical Operating Data — 12 Months Ended March 2005
	Daily Average Revenue Trades (DARTs)			31.2	%
	Client Accounts			38.4	%
	Revenues			44.9	%
	Adjusted Pre-Tax Income			15.4	%
	Adjusted Pre-Tax, Pre-Advertising Income			22.4	%
Mean				30.5	%
Contribution to Projected Operating Data — Fiscal 2005
	DARTs			32.3	%
	Client Accounts			36.3	%
	Revenues			45.9	%
	Pre-Tax Income			25.2	%
	Pre-Tax, Pre-Advertising Income			29.6	%
Mean				33.8	%
Relative Valuation
	Comparable Public Companies			24.6	%
	Precedent Transactions			33.9	%
	Discounted Cash Flow			25.7	%
Mean				28.1	%
Overall Mean (Without Synergies)				30.8	%
Overall Mean (50% of Synergies to TD Waterhouse)				36.1	%
Overall Mean (100% of Synergies to TD Waterhouse)				50.0	%

	•	the transaction closing date is September 30, 2005;
	•	incurrence of approximately $1.9 billion in indebtedness to pay the special dividend;
	•	approximately $378 million in annual pre-tax cost savings synergies, phased-in at 33.8% in fiscal 2006, 87.5% in fiscal 2007 and 100% in fiscal 2008, and approximately $161 million in annual pre-tax revenue synergies (net of attrition), phased-in at 56.6% in fiscal 2006, 97.1% in fiscal 2007 and 100% in fiscal 2008;
	•	100% of available cash flow (determined based on Ameritrade management estimates) is used to pay-down indebtedness, and 99% of any remaining cash flow is used to repurchase shares of Ameritrade common stock; and
	•	amortization expense of approximately $38.1 million pre-tax per year of purchase price attributed to identifiable intangibles over 20 years.

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		GAAP Basis				Cash Basis
		Accretion/				Accretion/
		(Dilution)				(Dilution)
2006E EPS			(10.6	)%			(6.8	)%
2007E EPS			17.8	%			20.5	%
2008E EPS			25.1	%			27.3	%

		IRR Range
		13.5x								15.5x
		Terminal								Terminal
		Multiple								Multiple
No Synergies			(1.5	)%			—				1.5	%
Cost Savings Only			27.9	%			—				31.7	%
Cost Savings and Revenue Synergies			36.8	%			—				40.8	%

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	•	the trading volume of Ameritrade common stock at various price ranges during the period from January 2002 through May 2005;
	•	historical stock price returns as of May 4, 2005 for Ameritrade; E*TRADE; The Charles Schwab Corporation; the S&P Financials Index; a broker/ dealers index comprised of A.G. Edwards Holding, Jefferies Group, Inc, Piper Jaffray Companies, and Raymond James Financial Inc.; a banks index comprised of SunTrust Banks Inc., Fifth Third Bancorp, BB&T Corporation, National City Corporation, The PNC Financial Services Corporation, Regions Financial Corporation, Keycorp, North Fork Bancorp Inc., M&T Bank Corporation, Marshall & Illsley Corporation, Amsouth Bancorp, Zions Bancorp, Compass Bancshares Inc., Huntington Bancshares Inc. and First Horizon National Corp.; and the S&P 500 Index;
	•	stock price returns for the period from May 4, 2005 to June 20, 2005 for Ameritrade, E*TRADE, The Charles Schwab Corporation, the S&P Financials Index, the broker/ dealers index, the banks index and the S&P 500 Index; and
	•	premiums to market prices per share paid in acquisitions of minority stakes of 21 public companies since 1995, 17 Dutch Auction self-tender offers since 2002 and four fixed price partial tender offers since July, 2003.

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	New or Amended Employment Agreements

	Stockholders Agreement and Registration Rights Agreement

	Ownership of Ameritrade Common Stock

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	•	the Ricketts holders will have the right to designate three directors, initially J. Joe Ricketts, J. Peter Ricketts and Thomas S. Ricketts (each of whom will be assigned to a different class of directors, as designated by the Ricketts holders);
	•	TD will initially have the right to designate five directors (one of whom will be a class I director, two of whom will be class II directors and two of whom will be class III directors, as designated by TD);
	•	the individual serving as chief executive officer of TD Ameritrade, who will initially be Joseph H. Moglia (who will be a class I director); and
	•	three of the directors will be outside independent directors, who will initially be Michael D. Fleisher, Glenn H. Hutchins, and Michael J. Bingle (each of whom will be assigned to a different class of directors, as mutually agreed among themselves prior to the closing of the acquisition of TD Waterhouse).

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	•	a majority of independent directors;
	•	a compensation committee composed solely of independent directors;
	•	a nominating committee composed solely of independent directors;
	•	compensation of our executive officers determined by a majority of independent directors or a compensation committee composed solely of independent directors; and
	•	director nominees selected, or recommended for the board of directors’ selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.

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	•	a citizen or resident of the U.S.;
	•	a corporation or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or of any state or under the laws of the District of Columbia;
	•	an estate, the income of which is subject to federal income taxation regardless of its source; or
	•	a trust (1) whose administration is under the primary supervision of a U.S. court and with respect to which one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

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	•	Declaration date — This is the date on which Ameritrade’s board of directors (1) decides that Ameritrade will pay the special dividend and (2) sets the record date and the payable date for the special dividend.
	•	Record date — This is the date set by Ameritrade for the purpose of determining its stockholders of record and the stock outstanding on the record date. The special dividend will be paid only on shares of Ameritrade common stock outstanding on the record date. We expect that the record date for the proposed special dividend will be a date at least 10 calendar days after the declaration date and approximately 10 business days before the expected closing date of the acquisition of TD Waterhouse.
	•	Payable date — This is the date that Ameritrade will pay the special dividend. Please note that the actual receipt of the dividend by Ameritrade stockholders entitled to the special dividend may take several days following the payable date. We expect that the payable date for the special dividend will be the closing date of the acquisition of TD Waterhouse or the first trading day after the closing date.
	•	Ex-dividend date or ex-date — This is the date on and after which Ameritrade common stock trades in the Nasdaq National Market without the right to receive the special dividend. We expect that the ex-dividend date will be the first trading day after the payable date.

	•	If you sell shares of Ameritrade common stock in the market before the ex-dividend date (whether or not you owned the shares on the record date), you will not be entitled to the special dividend with respect to those shares.
	•	If you buy shares of Ameritrade common stock in the market on or after the ex-dividend date, you will not be entitled to the special dividend with respect to those shares.

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	•	closing date net tangible book value, with respect to TD Waterhouse or Ameritrade, means the amount equal to

	•	(1) total stockholders equity minus (2) the sum of (a) goodwill (net of accumulated amortization) and (b) other intangible assets (net of accumulated amortization and, in the case of Ameritrade, the balance of the related deferred tax liability associated with the Datek client relationship intangible asset), in each case of TD Waterhouse and the business subsidiaries (on a consolidated basis) or Ameritrade and its consolidated subsidiaries (on a consolidated basis), as applicable, as of the closing date; and

	•	targeted closing date net tangible book value means,

	•	(1) in the case of TD Waterhouse, an amount equal to 6% of the aggregate debits (calculated for each registered broker-dealer as of any given date on the same basis as the amount set forth in Box 4470 of the Form X-17A-5 that is completed by such entity) as of the closing date, of the business subsidiaries plus the product of $1.00 and the aggregate number of shares of Ameritrade common stock outstanding as of the record date of the special dividend and (2) in the case of Ameritrade, an amount equal to 6% of the aggregate debits (calculated for each registered broker-dealer as of any given date on the same basis as the amount set forth in Box 4470 of the Form X-17A-5 that is completed by such entity), as of the closing date, of each of its subsidiaries that is a registered broker-dealer.

A			=			the excess of Ameritrade’s targeted closing date net tangible book value over its closing date net tangible book value;
B			=			1 minus TD’s ownership percentage in TD Ameritrade immediately following the closing, taking into account only the shares issued to TD at the closing (expressed as a decimal); and
C			=			cash payment from Ameritrade to TD.

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A			=			the excess of Ameritrade’s closing date net tangible book value over its targeted closing date net tangible book value;
B			=			1 minus TD’s ownership percentage in TD Ameritrade immediately following the closing, taking into account only the shares issued to TD at the closing (expressed as a decimal); and
C			=			capital contribution from TD to Ameritrade.

	•	corporate organization and similar matters of TD Waterhouse and the business subsidiaries;
	•	capital structure of TD Waterhouse and the business subsidiaries;
	•	ownership by TD Waterhouse of capital stock of the business subsidiaries;
	•	corporate authorization and validity of the share purchase agreement and the other ancillary agreements;
	•	approval by the board of directors of TD of the share purchase agreement, the stockholders agreement, the amended and restated registration rights agreement, the trademark license agreement, the money market deposit account agreement, the services agreement and the transactions contemplated thereby;
	•	absence of conflicts with organizational documents, laws or agreements as a result of entering into and consummating the transactions contemplated by the share purchase agreement;
	•	required consents and filings with governmental entities;
	•	the conformity with GAAP of TD Waterhouse’s financial statements;
	•	accuracy of information supplied by TD expressly for inclusion in this proxy statement;
	•	the existence, validity and absence of defaults under material contracts;
	•	the absence of certain material changes or events since October 31, 2004 or April 30, 2005, depending on the nature of the change or event;
	•	title to real and personal property and the validity of and absence of defaults relating to leases for leased property;
	•	ownership and validity of intellectual property rights;

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	•	possession of permits, registrations and regulatory approvals required to conduct the businesses of TD Waterhouse and the business subsidiaries and compliance by TD Waterhouse and the business subsidiaries with law;
	•	litigation, investigations and injunctions;
	•	tax matters;
	•	employees and employee benefit plans;
	•	agreements with or directives from regulatory agencies;
	•	the absence of undisclosed liabilities;
	•	environmental matters;
	•	transactions with affiliates;
	•	broker’s and finder’s fees related to the acquisition of TD Waterhouse;
	•	insurance coverage;
	•	adequacy of accounting controls;
	•	interest rate risk management instruments; and
	•	labor and employment matters.

	•	corporate or other organization and similar matters of Ameritrade and its subsidiaries;
	•	capital structure of Ameritrade and its subsidiaries;
	•	ownership by Ameritrade of capital stock of Ameritrade’s subsidiaries;
	•	corporate authorization and validity of the share purchase agreement and the other ancillary agreements;
	•	approval by the Ameritrade board of directors of the share purchase agreement, the stockholders agreement, the trademark license agreement, the money market deposit account agreement, the services agreement, the amendment and restatement of our certificate of incorporation and the amended and restated bylaws of Ameritrade as required by the share purchase agreement (the “Post-Transaction Bylaws”) and the transactions contemplated thereby;
	•	the inapplicability of certain state takeover statutes to Ameritrade, the share purchase agreement, the acquisition of TD Waterhouse or the stockholders agreement;
	•	absence of conflicts with organizational documents, laws or agreements as a result of entering into and consummating the transactions contemplated by the share purchase agreement;
	•	required consents and filings with governmental entities;
	•	the conformity with U.S. GAAP and SEC requirements of Ameritrade’s financial statements filed with the SEC;
	•	proper filing of documents with the SEC and the accuracy of information contained in those documents and compliance with the Sarbanes-Oxley Act;
	•	accuracy of information supplied by Ameritrade expressly for inclusion in this proxy statement;
	•	the existence, validity and absence of defaults under material contracts;
	•	the absence of certain material changes or events since the date of Ameritrade’s last audited financial statements or March 25, 2005, depending on the nature of the change or event;
	•	title to real and personal property and the validity of and absence of defaults relating to, leases for leased property;
	•	ownership and validity of intellectual property rights;

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	•	possession of permits, registrations and regulatory approvals required to conduct the business of Ameritrade and its subsidiaries and compliance by Ameritrade and its subsidiaries with law;
	•	litigation, investigations and injunctions;
	•	tax matters;
	•	employees and employee benefit plans;
	•	the absence of agreements with or directives from regulatory agencies;
	•	the absence of undisclosed liabilities;
	•	environmental matters;
	•	transactions with affiliates;
	•	broker’s and finder’s fees related to the acquisition of TD Waterhouse;
	•	the required vote to approve the acquisition of TD Waterhouse and the amendment and restatement of our certificate of incorporation;
	•	insurance coverage;
	•	adequacy of accounting controls;
	•	absence of interest rate risk management instruments; and
	•	labor and employment matters.

	•	on the condition (financial or otherwise), properties, assets, liabilities, businesses or results of operations of such entity and its subsidiaries taken as a whole (or, in the case of TD Waterhouse, of TD Waterhouse and the business subsidiaries taken as a whole, after giving effect to the Reorganization), but does not include any such effect to the extent resulting from or attributable to:

	•	any change after the date of the share purchase agreement in laws, rules or regulations or interpretations thereof by courts or governmental authorities, or in GAAP (or, in the case of TD Waterhouse, Canadian GAAP) or regulatory accounting principles, in any such case applicable generally to U.S. self-directed retail discount securities brokers,
	•	any changes after the date of the share purchase agreement in general economic, monetary or securities market conditions (including changes in interest rates and market price and trading volume fluctuations),
	•	the announcement of the transactions contemplated by the share purchase agreement,
	•	any outbreak of major hostilities in which the U.S. is involved or any act of terrorism within the U.S. or directed against its facilities or citizens wherever located, or
	•	any action or omission by TD, Ameritrade or any subsidiary of any of them taken with the prior written consent of the other parties to the share purchase agreement or as required by the terms of the share purchase agreement, or

	•	on the ability of such entity (or, in the case of TD Waterhouse, on the ability of TD) to perform its obligations under the share purchase agreement or the related ancillary agreements, and to consummate the transactions contemplated by the share purchase agreement and the related ancillary agreements on a timely basis.

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	•	except as contemplated by the Reorganization, pay any dividends or other distributions on its capital stock, subject to certain exceptions relating to dividends paid by subsidiaries of TD Waterhouse to TD Waterhouse and dividends paid to TD by TD Waterhouse;
	•	except as contemplated by the Reorganization, adjust, split, combine or reclassify any of its capital stock, or repurchase, redeem or otherwise acquire any of its capital stock or the capital stock of any business subsidiary;
	•	issue additional shares of its capital stock, or securities convertible into its capital stock, except:

	•	as contemplated by the Reorganization; or
	•	issuances by a wholly owned subsidiary of TD Waterhouse of its capital stock to TD Waterhouse;

	•	except as contemplated by the Reorganization, amend or propose to amend its certificate of incorporation or its bylaws or other organizational documents;
	•	except as contemplated by the Reorganization, enter into a plan of consolidation, merger, share exchange, reorganization or complete or partial liquidation with any person (other than consolidations, mergers or reorganizations solely among wholly owned subsidiaries (other than with respect to a business subsidiary) of TD Waterhouse), or a letter of intent or agreement in principle with respect to a plan of consolidation, merger, share exchange or reorganization or adopt a plan of complete or partial liquidation;
	•	enter into new lines of business or materially change its brokerage policies or practices;
	•	incur or commit to any capital expenditures or any obligations or liabilities in connection therewith other than capital expenditures and related obligations or liabilities incurred or committed to in the ordinary course of business consistent with past practice;

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	•	except as contemplated by the Reorganization, make any acquisition of or investment in any other person or of assets of another person, except for:

	•	acquisitions of securities for the account of or for sale to clients in the ordinary course of business; or
	•	foreclosures of securities pledged by clients in the ordinary course of business and other similar acquisitions in connection with securing or collecting debts previously contracted in the ordinary course of business;

	•	sell, lease, encumber or otherwise dispose of any of its assets (including capital stock of subsidiaries of TD Waterhouse), which are material, individually or in the aggregate, to TD Waterhouse, other than:

	•	internal reorganizations, liquidations or consolidations involving existing subsidiaries (other than a business subsidiary) of TD Waterhouse;
	•	as contemplated by the Reorganization;
	•	other activities in the ordinary course of business consistent with past practice; or
	•	in connection with the incurrence of indebtedness (to the extent described in the following bullet point);

	•	incur any long-term indebtedness for borrowed money or guarantee any such long-term indebtedness or issue or sell any long-term debt securities or warrants or rights to acquire any long-term debt securities of TD Waterhouse or any of the business subsidiaries or guarantee any long-term debt securities of others, other than:

	•	in connection with the payment of permitted dividends under the share purchase agreement;
	•	borrowings of any business subsidiary from TD Waterhouse or another business subsidiary;
	•	indebtedness in the ordinary course of business consistent with past practice; or
	•	renewals, replacements or extensions of existing indebtedness;

	•	intentionally take any action that would, or would reasonably be expected to, result in any of the conditions to the completion of the acquisition of TD Waterhouse not to be satisfied;
	•	make any changes in its accounting methods, practices or policies, except as required under applicable law, regulation or GAAP or Canadian GAAP, in each case as concurred with by TD’s independent public accountants;
	•	subject to some exceptions,

	•	adopt, amend or terminate any TD Waterhouse employee benefit plan;
	•	increase in any material manner the compensation or fringe benefits of any director, officer or employee of TD Waterhouse or the business subsidiaries or pay or grant any benefit not required by any arrangement as in effect as of June 22, 2005;
	•	enter into or renew any agreement providing for the payment to any director or officer of TD Waterhouse or any of the business subsidiaries of compensation or benefits contingent upon the occurrence of any of the transactions contemplated by the share purchase agreement;
	•	loan or advance any money or other property to any present or former director or officer of TD Waterhouse or any of the business subsidiaries other than pursuant to any plan or arrangement as in effect as of June 22, 2005; or
	•	grant any equity-based compensation;

	•	except as contemplated by the Reorganization, and subject to certain exceptions, enter into, amend, renew or terminate any material contract;
	•	except as contemplated by the Reorganization, engage in any material transaction or incur any material obligation except in the ordinary course of business consistent with past practice;

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	•	pay or settle any obligations, including taking any action to settle or compromise any litigation, subject to certain exceptions, in each case:

	•	relating to the share purchase agreement or the transactions contemplated by the share purchase agreement; or
	•	that is otherwise material to TD Waterhouse and the business subsidiaries, other than, the payment or settlement, compromise or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the TD Waterhouse financial statements delivered to Ameritrade, or incurred since April 30, 2005 in the ordinary course of business consistent with past practice;

	•	make any material changes to its method of tax accounting (unless required by applicable law), file any material amended return or settle or compromise any material tax liability;
	•	open any new branches, offices or facilities or relocate or close any existing offices or facilities, or file any application with any governmental authority to do any of the foregoing;
	•	change in any material respect the pricing or terms of its client services (except in response to changes in competitive conditions or prevailing market practices);
	•	enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease or other occupancy agreement with respect to any real property, other than in the ordinary course of business consistent with past practice or materially alter, violate or terminate any of the terms of any lease; or
	•	agree to, or make any commitment to, take any of these restricted actions.

	•	pay any dividends or other distributions on its capital stock, except with respect to (1) the payment of a one-time special dividend in an amount not to exceed $6.00 per share, and (2) dividends by a wholly owned subsidiary (other than Ameritrade Canada or any of its subsidiaries) to Ameritrade;
	•	adjust, split, combine or reclassify any of its capital stock, or subject to limited exceptions, repurchase, redeem or otherwise acquire any of its capital stock or the capital stock of any subsidiary;
	•	issue additional shares of its capital stock, or securities convertible into its capital stock, except:

	•	the issuance of Ameritrade common stock pursuant to the exercise of stock options outstanding on June 22, 2005;
	•	issuances by a wholly owned subsidiary of Ameritrade of its capital stock to Ameritrade; or
	•	the grant to employees, consultants and directors of Ameritrade, in the ordinary course of business and consistent with past practice, of options to acquire shares of Ameritrade common stock not to exceed options to purchase 750,000 shares of Ameritrade common stock in the aggregate;

	•	use its discretion to accelerate the vesting of any stock options outstanding as of June 22, 2005 or any other rights, warrants or other grant of equity under any Ameritrade benefit plan;

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	•	amend or propose to amend its certificate of incorporation or its bylaws or other organizational documents, other than the amendments specifically contemplated by the share purchase agreement;
	•	enter into a plan of consolidation, merger, share exchange, reorganization or complete or partial liquidation with any person (other than consolidations, mergers or reorganizations solely among wholly owned subsidiaries of Ameritrade), or a letter of intent or agreement in principle with respect to a plan of consolidation, merger, share exchange, reorganization or complete or partial liquidation;
	•	enter into new lines of business or materially change its brokerage policies or practices;
	•	incur or commit to any capital expenditures or any obligations or liabilities in connection therewith other than capital expenditures and related obligations or liabilities incurred or committed to in the ordinary course of business consistent with past practice;
	•	make any acquisition of or investment in any other person or of assets of another person, except for:

	•	acquisitions of securities for the account of or for sale to clients in the ordinary course of business; or
	•	foreclosures of securities pledged by clients in the ordinary course of business and other similar acquisitions in connection with securing or collecting debts previously contracted in the ordinary course of business;

	•	sell, lease, encumber or otherwise dispose of any of its assets (including capital stock of subsidiaries), which are material, individually or in the aggregate, to Ameritrade, other than:

	•	internal reorganizations, liquidations or consolidations involving existing subsidiaries of Ameritrade;
	•	other activities in the ordinary course of business consistent with past practice; and
	•	in connection with the incurrence of indebtedness (to the extent described in the following bullet point);

	•	incur any long-term indebtedness for borrowed money or guarantee any such long-term indebtedness or issue or sell any long-term debt securities or warrants or rights to acquire any long-term debt securities of Ameritrade or any of its subsidiaries or guarantee any long-term debt securities of others, other than:

	•	indebtedness of any subsidiary of Ameritrade to Ameritrade or another subsidiary of Ameritrade;
	•	borrowings in the ordinary course of business consistent with past practice;
	•	renewals, replacements or extensions of existing indebtedness; and
	•	indebtedness incurred for the sole purpose of funding the payment of the special dividend, in an amount not in excess of $5.00 per outstanding share of Ameritrade common stock;

	•	intentionally take any action that would, or would reasonably be expected to, result in any of the conditions to the completion of the acquisition of TD Waterhouse not to be satisfied;
	•	make any changes in its accounting methods, practices or policies, except as required under applicable law, regulation or GAAP, in each case as concurred with by Ameritrade’s independent public accountants;
	•	subject to some exceptions,

	•	adopt, amend or terminate any Ameritrade employee benefit plan;
	•	increase in any material manner the compensation or fringe benefits of any director, officer or employee of Ameritrade or any of its subsidiaries or pay or grant any benefit not required by any arrangement as in effect as of June 22, 2005;
	•	enter into or renew any agreement providing for the payment to any director or officer of Ameritrade or any of its subsidiaries of compensation or benefits contingent upon the occurrence of any of the transactions contemplated by the share purchase agreement;

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	•	loan or advance any money or other property to any present or former director or officer of Ameritrade or any of its subsidiaries other than pursuant to any plan or arrangement as in effect as of June 22, 2005; or
	•	grant any equity-based compensation;

	•	subject to certain exceptions, enter into, amend, renew or terminate any material contract;
	•	engage in any material transaction or incur any material obligation except in the ordinary course of business consistent with past practice;
	•	pay or settle any obligations, including taking any action to settle or compromise any litigation, in each case:

	•	relating to the share purchase agreement or the transactions contemplated by the share purchase agreement; or
	•	that is otherwise material to Ameritrade or any of its subsidiaries, other than, the payment or settlement, compromise or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the Ameritrade financial statements delivered to TD, or incurred since September 24, 2004 in the ordinary course of business consistent with past practice;

	•	make any material changes to its method of tax accounting (unless required by applicable law), file any material amended return or settle or compromise any material tax liability;
	•	open any new branches, offices or facilities or relocate or close any existing offices or facilities, or file any application with any governmental authority to do any of the foregoing;
	•	change in any material respect the pricing or terms of its client services (except in response to changes in competitive conditions or prevailing market practices);
	•	enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease or other occupancy agreement with respect to any real property, other than in the ordinary course of business consistent with past practice or materially alter, violate or terminate any of the terms of any lease; or
	•	agree to, or make any commitment to, take any of these restricted actions.

	•	Ameritrade has not materially breached its obligations to (1) promptly (but in no event more than two business days) notify TD following the receipt of any acquisition proposal, or of any inquiry which Ameritrade concludes in good faith has a reasonable possibility of leading to an acquisition proposal, advise TD of the material terms thereof (including the identity of the person making such acquisition proposal or inquiry in respect thereof), (2) keep TD apprised of any related developments and (3) furnish TD with copies of related documents as described in more detail under “— No Solicitation”;
	•	The Ameritrade board of directors, after consultation with outside counsel and acting upon the recommendation of the special committee of the Ameritrade board of directors, determines in good faith that the failure to effect a change in Ameritrade recommendation would be inconsistent with the board’s fiduciary duties under applicable law; and

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	•	Ameritrade has received, on or after June 22, 2005, an unsolicited bona fide written acquisition proposal (as described below) from a third party which its board of directors concludes in good faith constitutes a superior proposal (as described below), after

	•	giving at least five business days’ notice to TD of its intention to effect a change in Ameritrade recommendation, specifying the material terms and conditions of the superior proposal and furnishing TD a copy of the relevant proposed transaction agreement, if any, and all other material documents relating to such superior proposal; and
	•	negotiating in good faith with TD during this period of not less than five business days to make such adjustments in the terms and conditions of the share purchase agreement so that the acquisition proposal ceases to be a superior proposal after giving effect to any adjustments which may be offered by TD in connection with these negotiations.

	•	an “acquisition proposal” means a proposal, offer or transaction (other than a proposal or offer made by TD or its affiliates) relating to, or to effect, (1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Ameritrade or any of its subsidiaries, other than any such merger, share exchange, consolidation or other business combination resulting in or involving (a) the purchase or other acquisition by, or the sale or issuance to, any person of securities representing (or convertible into or exchangeable for securities that would represent) less than 15% of the total voting power of Ameritrade or any of its subsidiaries or (b) the purchase or sale of assets representing less than 15% of the aggregate fair market value of the consolidated assets (including stock of Ameritrade’s subsidiaries) of Ameritrade and its subsidiaries, taken as a whole or (2) any purchase or sale of assets representing 15% or more of the aggregate fair market value of the consolidated assets (including stock of Ameritrade’s subsidiaries) of Ameritrade and its subsidiaries, taken as a whole, or (3) any purchase or sale (by merger or otherwise) of, or tender or exchange offer for, securities of Ameritrade that, if consummated, would result in any person beneficially owning securities representing 15% or more of the total voting power of Ameritrade or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X); and
	•	a “superior proposal” means a bona fide written acquisition proposal which the Ameritrade board of directors (acting upon the recommendation of the special committee) concludes in good faith, after consultation with its outside financial and legal advisors, and taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), (1) is more favorable to the stockholders of Ameritrade, from a financial point of view, than the transactions contemplated by the share purchase agreement (taking into account the Ameritrade board of directors’ good faith assessment of the prospective synergies and cost savings anticipated to be realized from and following the acquisition of TD Waterhouse and the other transactions contemplated thereby) and (2) is fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed; provided that for purposes of this definition of “superior proposal,” the term acquisition proposal shall have the meaning assigned to such term above, except that in the definition of “acquisition proposal” above, the reference to “15%” in clauses (1)(b) and (2) shall be deemed to be a reference to “70%,” the reference to “15%” in clauses (1)(a) and (3) shall be deemed to be a reference to “40%,” and to qualify as an “acquisition proposal” under clauses (1)(a) or (3) a transaction must involve voting securities only of Ameritrade and not of its subsidiaries or significant subsidiaries, as the case may be (other than indirectly through the acquisition of voting securities of Ameritrade) (it being understood that an acquisition proposal need only meet any of clauses (1), (2) or (3) of the definition thereof (as modified by the foregoing proviso) in order to be eligible to be determined to be a superior proposal as provided above).

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	•	initiating, soliciting or knowingly encouraging or facilitating any inquiries or the making of any proposals or offers from any person relating to, or a transaction to effect, an acquisition proposal;
	•	having any discussions with, or providing any confidential information or data to, any person relating to an acquisition proposal, or engaging in any negotiations concerning an acquisition proposal, or knowingly facilitating any effort or attempt to make or implement an acquisition proposal;
	•	approving or recommending, or publicly proposing to approve or recommend, any acquisition proposal;
	•	executing or entering into, or approving or recommending, or publicly proposing to approve or recommend, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any acquisition proposal;
	•	granting any approval pursuant to Section 203(a)(1) or Section or 203(a)(3) of the Delaware General Corporation Law removing the restrictions on business combinations contained therein; or
	•	publicly proposing or agreeing to do any of the foregoing.

	•	Ameritrade’s board of directors (acting upon the recommendation of the special committee) concludes in good faith that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal;
	•	Ameritrade’s board of directors (acting upon the recommendation of the special committee), after consultation with outside counsel, determines in good faith that the failure to take those actions would be inconsistent with the board’s fiduciary duties under applicable law;
	•	prior to providing any confidential information to the person making the inquiry or proposal, Ameritrade enters into a confidentiality agreement with the person making the inquiry or proposal having terms that are no less favorable to Ameritrade than those in the confidentiality agreement between TD and Ameritrade; and
	•	Ameritrade provides TD with a copy of any confidential information or data provided to such person making the inquiry or proposal to the extent not previously provided or made available to TD.

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	•	receipt of the required approval of the Ameritrade stockholders of the Ameritrade Stock Issuance and the amendment and restatement of our certificate of incorporation (including each of the related sub-proposals);
	•	the receipt and continued effectiveness of required regulatory approvals (as described under “The Transaction — Regulatory Matters Related to the Acquisition of TD Waterhouse” beginning on page 65);
	•	the absence of any injunction or other legal restraint or prohibition against the acquisition of TD Waterhouse or the consummation of the other transactions contemplated by the share purchase agreement;
	•	the completion of the Reorganization; and
	•	Ameritrade shall have available to it sufficient funds, the ability, under applicable law, to pay the special dividend, and the special dividend shall have been duly declared.

	•	the representations and warranties of TD being true and correct as of the date of the share purchase agreement and as of the closing date (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on TD Waterhouse;
	•	performance in all material respects by TD of the obligations required to be performed by it at or prior to the closing date;
	•	each of the stockholders agreement, the trademark license agreement, the services agreement and the money market deposit account agreement being in full force and effect (or becoming in full force and effect as of the closing) and the representations and warranties of TD in each such agreement being true and correct in all material respects and TD having performed in all material respects all obligations required to be performed by it thereunder, if any, at or prior to the closing date; and
	•	receipt of a copy of the resolution or resolutions duly adopted by the board of directors (or a duly authorized committee thereof) of TD authorizing the execution, delivery and performance by TD of the share purchase agreement.

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	•	the representations and warranties of Ameritrade being true and correct as of the date of the share purchase agreement and as of the closing date (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Ameritrade;
	•	performance in all material respects by Ameritrade of the obligations required to be performed by it at or prior to the closing date;
	•	each of the stockholders agreement, the amended and restated registration rights agreement, the trademark license agreement, the services agreement and the money market deposit account agreement being in full force and effect (or will become in full force and effect as of the closing) and the representations and warranties of Ameritrade in each such agreement being true and correct in all material respects and Ameritrade having performed in all material respects all obligations required to be performed by it thereunder, if any, at or prior to the closing date;
	•	all necessary actions having been taken, including the execution, acknowledgement and filing of the amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, such that, as of the closing, (1) the Post-Transaction Bylaws and the amended and restated certificate of incorporation are in effect as the duly adopted bylaws and certificate of incorporation of Ameritrade, and (2) the Ameritrade board of directors shall be constituted in accordance with the terms of the stockholders agreement; and
	•	receipt of a copy of the resolution or resolutions duly adopted by the board of directors (or a duly authorized committee thereof) of Ameritrade authorizing the execution, delivery and performance by Ameritrade of the share purchase agreement.

	•	by mutual written consent of Ameritrade and TD;
	•	by either Ameritrade or TD if:

	•	any governmental entity which must grant a required regulatory approval required to complete the Share Purchase has denied such approval and this denial has become final and nonappealable or a governmental entity has issued a final nonappealable order prohibiting the consummation of the transactions contemplated by the share purchase agreement;
	•	the closing has not occurred on or before March 31, 2006, except that (1) neither TD nor Ameritrade may terminate the share purchase agreement for this reason if its breach of any obligation under the share purchase agreement has resulted in the failure of the closing to occur by that date, and (2) TD may not terminate the share purchase agreement for this reason if as of March 31, 2006 the Reorganization has not been completed but all of the other closing conditions have been satisfied or waived on or prior to such date;
	•	there is a breach by the other party of the share purchase agreement which would prevent satisfaction of a closing condition and the breach cannot be cured prior to the closing or is not cured prior to 30 days after receipt of written notice of the breach, but neither Ameritrade nor TD may terminate the share purchase agreement for this reason if it itself is then in material breach of the share purchase agreement; or

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	•	the stockholders of Ameritrade fail to give the necessary approval of the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation, including each of the related sub-proposals, at the Ameritrade special meeting;

	•	by TD, if Ameritrade shall have breached its obligations in any material respect with respect to calling and giving notice of, and using all reasonable efforts to convene and hold, the Ameritrade stockholders meeting, and shall not have cured such breach within five business days following written notice from TD of the breach; and
	•	by TD, if any of the following events occurs, each a Triggering Event:

	•	Ameritrade’s board of directors, or any committee thereof, has publicly withdrawn, modified or qualified in any manner adverse to TD its recommendation of the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation, or any of the related sub-proposals, or has duly adopted a resolution to do so;
	•	Ameritrade’s board of directors fails to make or reaffirm (publicly, if so requested) its recommendation in favor of the issuance of Ameritrade common stock to TD in accordance with the terms of the share purchase agreement and the amendment and restatement of our certificate of incorporation, including each of the related sub-proposals, within five business days after TD requests in writing that such recommendation be made or reaffirmed (except that the five business day time period may be extended if a third party has made an acquisition proposal with respect to Ameritrade);
	•	Ameritrade’s board of directors or any committee thereof approves or publicly recommends any acquisition proposal;
	•	Ameritrade executes any agreement or contract accepting any acquisition proposal; or
	•	a third party commences a tender or exchange offer relating to securities of Ameritrade and Ameritrade does not inform its security holders within ten business days after such commencement that the Ameritrade board of directors unconditionally recommends rejection of such tender or exchange offer.

	•	if TD terminates the share purchase agreement because a Triggering Event has occurred, then Ameritrade will pay TD the termination fee of $97 million on the second business day following such termination; or
	•	if:

	•	either party terminates the share purchase agreement because the stockholders of Ameritrade reject the Ameritrade Stock Issuance or the amendment and restatement of the certificate of incorporation (including any sub-proposal relating to the amendment and restatement of the certificate of incorporation) at the Ameritrade special meeting; or
	•	TD terminates the share purchase agreement because Ameritrade has breached its obligations in any material respect with respect to calling and giving notice of, and using all reasonable efforts to convene and hold, the Ameritrade stockholders meeting, and has not cured such breach within

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		five business days following written notice of such breach from TD specifying in reasonable detail the nature of such breach; and

	•	in either such case

	•	an acquisition proposal with respect to Ameritrade has been publicly announced or otherwise communicated or disclosed to the Ameritrade board of directors or one or more of the executive officers of Ameritrade (or any person has publicly announced or otherwise so communicated, disclosed or reiterated an intention, whether or not conditional, to make an acquisition proposal) at any time prior to the date of Ameritrade’s stockholders meeting;

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	•	initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposals or offers from any person relating to, or to effect, an acquisition proposal;
	•	participate in any discussions with, or provide any confidential information or data to, any person relating to an acquisition proposal, or engage in any negotiations concerning an acquisition proposal, or knowingly facilitate any effort or attempt to make or implement an acquisition proposal;
	•	approve or recommend, or publicly propose to approve or recommend, any acquisition proposal;
	•	execute or enter into, or approve or recommend, or publicly propose to approve or recommend, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any acquisition proposal; or
	•	publicly propose or agree to do any of the foregoing.

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	•	agree to release, or release, any person from any obligation under any existing standstill agreement or arrangement relating to Ameritrade; or
	•	unless Ameritrade has effected a change in recommendation with respect to the acquisition of TD Waterhouse as permitted under the share purchase agreement, participate in a solicitation of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of any shares of Ameritrade common stock in connection with any vote or other action on any matter, other than to recommend that Ameritrade stockholders vote in favor of the Ameritrade Stock Issuance and the amendment and restatement of our certificate of incorporation and other matters reasonably requested by TD in connection with the acquisition of TD Waterhouse.

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	Governance of TD Ameritrade

	•	the Ricketts holders will have the right to designate three of the directors, initially J. Joe Ricketts, J. Peter Ricketts and Thomas S. Ricketts (each of whom will be assigned to a different class of directors, as designated by the Ricketts holders);
	•	TD will initially have the right to designate five of the directors (one of whom will be a class I director, two of whom will be class II directors and two of whom will be class III directors, as designated by TD);
	•	the individual serving as chief executive officer of TD Ameritrade, initially Joseph H. Moglia (who will be a class I director); and
	•	three of the directors will be outside independent directors, who will initially be Michael D. Fleisher, Glenn H. Hutchins and Michael J. Bingle (each of whom will be assigned to a different class of directors, as mutually agreed among themselves prior to the closing of the acquisition of TD Waterhouse).

		Total
		Number of
		Ricketts
Ricketts Holders Ownership Level		Directors
Greater than 20.83%			3
Greater than 12.50% to 20.83%			2
Greater than 4.17% to 12.50%			1
4.17% or less			0

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		Total
		Number of
		TD
TD Ownership Level		Directors
Greater than 37.5%			5
Greater than 29.17% to 37.50%			4
Greater than 20.83% to 29.17%			3
Greater than 12.50% to 20.83%			2
Greater than 4.17% to 12.50%			1
4.17% or less			0

	Tender Offer and Share Ownership

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	•	TD may acquire additional shares of TD Ameritrade common stock only up to an aggregate beneficial ownership interest of 39.9% of the outstanding voting securities of TD Ameritrade for a period of three years following completion of the acquisition of TD Waterhouse, and up to an aggregate beneficial ownership of 45% for the remaining term of the stockholders agreement; and
	•	the Ricketts holders may acquire additional shares of TD Ameritrade common stock only up to an aggregate beneficial ownership interest of 29% of the outstanding voting securities of TD Ameritrade.

	Right to Purchase Securities

	Transfer and Other Restrictions

	Information Rights

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	Obligation to Repurchase Shares

	Non-Competition Covenants

	•	securities underwriting, placement, dealing, investment banking, financial structuring, securitization or syndication;
	•	acquiring ownership of any equity interest in any person pursuant to normal course broker/ dealer activity;
	•	originating, arranging, purchasing, selling or dealing in secured or unsecured loans, conditional sales agreements, capital and other leases, debt instruments, or any participation interests and any related liquidity, credit enhancement or hedging facilities;
	•	investments made by hedge funds, investment funds and similar pooled investment vehicles in which TD or its affiliates participate as a limited partner or as a member of a limited liability company and do not control the management of the entity;
	•	actions taken to secure or collect debts or other obligations previously contracted by TD or its affiliates in the ordinary course of their business;
	•	full-service brokerage operations conducted by specified subsidiaries of TD, to the extent that such services are provided solely in support of and as a complement to (and not operated separately from) such subsidiaries’ other investment banking and broker-dealer businesses, but in all cases excluding the provision of securities brokerage services to retail investors and investment advisors which services are offered primarily through the internet or other on-line media;
	•	securities brokerage activities, including offering and selling shares of open and closed end mutual funds (including exchange traded funds, but in all cases excluding the provision of securities brokerage services to retail investors and investment advisors which services are offered primarily through the internet or other on-line media), conducted or carried on by TD Banknorth Inc., any insured depository institution or holding company of which TD Banknorth Inc. or TD acquires control, or any subsidiaries of such entities; and
	•	purchasing, holding, selling or otherwise dealing in securities of other persons in its trust, custodial, investment fund, investment management, brokerage or similar businesses.

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	•	incidentally in connection with the acquisition of an entity not principally engaged in the banking business; or
	•	in the event that TD does not control any bank or similar depository institution which is able to offer money market deposit accounts to clients of TD Ameritrade as a designated sweep vehicle or TD has indicated that it is not willing to offer such accounts to clients of TD Ameritrade through one or more of any banks or similar depository institutions it controls.

	Termination of the Stockholders Agreement

	•	the consummation of a merger, tender offer or other business combination pursuant to which TD offers to acquire 100% of the TD Ameritrade common stock not owned by TD;
	•	the 10th anniversary of the consummation of the acquisition of TD Waterhouse;
	•	the date on which TD’s ownership of TD Ameritrade common stock falls below approximately 4% of the outstanding voting securities of TD Ameritrade;
	•	the commencement by a third party of a tender offer or exchange offer for not less than 25% of TD Ameritrade common stock unless the TD Ameritrade board recommends against such tender offer or exchange offer and continues to take all reasonable steps to oppose such tender offer or exchange offer (as reasonably determined by TD);
	•	the approval by the TD Ameritrade board of a business combination that would result in another party owning 25% of the voting securities or consolidated assets of TD Ameritrade or which would otherwise result in a change of control of TD Ameritrade; or
	•	the acquisition of 20% of the voting securities of TD Ameritrade by a third party.

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	Demand Registrations

	Piggy Back Registrations

	Expenses

	Regulatory Approvals

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	Representations and Warranties

	Conditions to Closing

	Termination

	•	any governmental entity which must grant requisite regulatory approval has denied an approval required to consummate the transactions contemplated by the Canadian purchase agreement and such denial has become final and nonappealable;
	•	any governmental authority of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Canadian purchase agreement; and
	•	the closing shall not have occurred on or before the earlier of March 31, 2006 and within 90 days following the completion of the acquisition of TD Waterhouse.

	The TD Ameritrade Name

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	Ownership and Protection of the TD Ameritrade Name

	Indemnification

	Term; Termination

	Effects of Termination

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	•	the stockholders agreement terminates because TD’s ownership percentage of TD Ameritrade falls below a specified level;
	•	TD breaches certain of the representations or covenants it made in the MMDA agreement;
	•	TD Waterhouse Bank fails to maintain certain levels of capitalization; or
	•	TD Waterhouse Bank breaches any of the covenants, obligations or other agreements it made in the MMDA agreement and fails to cure such breaches within the time periods allocated in the MMDA agreement.

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	Article II — Stockholders

	Article III — Directors

	Article IV — Officers

	Article VII — Nomination of Directors and Presentation of Business at Stockholder Meetings

	Article IX — Amendments

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	Sub-Proposal No. 2A: Proposal to approve provisions restricting the authority of TD Ameritrade to implement anti-takeover measures that would potentially conflict with the terms of the stockholders agreement.

	Sub-Proposal No. 2B: Proposal to approve the increase of the authorized shares of common stock, $0.01 par value per share, of TD Ameritrade from 650,000,000 to 1,000,000,000.

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	Sub-Proposal No. 2C: Proposal to approve a provision which prohibits action by written consent of stockholders of TD Ameritrade.

	Sub-Proposal No. 2D: Proposal to approve a provision increasing the size of the TD Ameritrade board of directors from nine members to twelve members during certain periods specified in the stockholders agreement.

	•	the consummation of a merger, tender offer or other business combination pursuant to which TD offers to acquire 100% of the TD Ameritrade common stock not owned by TD;
	•	the tenth anniversary of the consummation of the acquisition of TD Waterhouse;
	•	the date on which TD’s ownership of TD Ameritrade common stock falls below approximately 4% of the outstanding voting securities of TD Ameritrade;
	•	the commencement by a third party of a tender offer or exchange offer for not less than 25% of TD Ameritrade common stock unless the TD Ameritrade board recommends against such

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		tender offer or exchange offer and continues to take all reasonable steps to oppose such tender offer or exchange offer (as reasonably determined by TD);
	•	the approval by the TD Ameritrade board of a business combination that would result in another party owning 25% of the voting securities or consolidated assets of TD Ameritrade or which would otherwise result in a change of control of TD Ameritrade; or
	•	the acquisition of 20% of the voting securities of TD Ameritrade by a third party;

	•	the period from the date of a Specified Termination Event until the first anniversary thereof;
	•	the period from the date of a Specified Termination Event to the occurrence of a Termination Event of the type described in the first, second or third bullet points above; and
	•	the period from the date of a Specified Termination Event until the consummation by TD or its affiliates or by the Ricketts holders of a merger, tender offer or other business combination for 100% of the outstanding shares of TD Ameritrade common stock (not owned by TD and its affiliates or the Ricketts holders, as applicable).

	Sub-Proposal No. 2E: Proposal to approve a provision setting forth procedures for the nomination or appointment of outside independent directors to the TD Ameritrade board of directors and the maintenance of an outside independent directors committee and a non-TD directors committee.

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	Sub-Proposal No. 2F: Proposal to approve a provision which allocates corporate opportunities between TD Ameritrade and TD.

	•	A corporate opportunity offered to any person who is a TD Ameritrade officer and who is also a director but not an officer of TD will belong to TD Ameritrade;
	•	A corporate opportunity offered to any person who is a director but not an officer of TD Ameritrade and who is also a director or officer of TD, will belong to TD Ameritrade if the opportunity is expressly offered to that person in writing solely in his or her capacity as a director of TD Ameritrade and otherwise will belong to TD; and
	•	A corporate opportunity offered to a person who is an officer of both TD Ameritrade and TD will belong to TD Ameritrade if the opportunity is expressly offered to the person in writing solely in his or her capacity as an officer of TD Ameritrade, and otherwise will belong to TD.

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	Vote Required and Board of Directors Recommendation

	Amendment to change the corporate name of Ameritrade to “TD Ameritrade Holding Corporation.”

	Amendment to the provisions relating to the calling of special meetings of stockholders.

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	Amendments to conform certain procedures for the nomination and removal of directors to the terms of the stockholders agreement.

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							Weighted
							Average Per				Number of
			Number				Share Exercise				Shares of
			of Options				Price of				Restricted Stock
Name and Position			Granted				Options(1)				Granted
Joseph H. Moglia				0				—				0
	Chief Executive Officer
J. Joe Ricketts				750,000			$	10.90				0
	Chairman and Founder
John R. MacDonald				0				—				0
	Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
J. Peter Ricketts(2)				0				—				0
	Vice Chairman
Michael R. Feigeles(3)				0				—				0
Asiff S. Hirji				0				—				0
	Executive Vice President, Chief Operating Officer and Chief Information Officer
All current executive officers, as a group				750,000			$	10.90				0
All current directors who are not executive officers, as a group (7 persons)				0				—				0
All employees, including all current officers who are not executive officers, as a group				186,500			$	12.63				0

(1)	All options were granted with an exercise price equal to 100% of the fair market value on the date of grant.
(2)	Mr. Ricketts resigned his positions as Executive Vice President, Chief Operating Officer and Corporate Secretary of Ameritrade in August 2005.
(3)	Mr. Feigeles resigned his position as Executive Vice President in March 2005.

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							Weighted
							Average Per				Number of
			Number				Share Exercise				Shares of
			of Options				Price of				Restricted Stock
Name and Position			Granted				Options(1)				Granted
Joseph H. Moglia				0				—				0
	Chief Executive Officer
J. Joe Ricketts				0				—				0
	Chairman and Founder
John R. MacDonald				0				—				0
	Executive Vice President, Chief Financial
	Officer, Chief Administrative Officer
	and Treasurer
J. Peter Ricketts(2)				0				—				0
	Vice Chairman
Michael R. Feigeles(3)				0				—				0
Asiff S. Hirji				0				—				0
	Executive Vice President, Chief Operating Officer and Chief Information Officer
All current executive officers, as a group				0				—				0
All current directors who are not executive officers, as a group (7 persons)				10,000			$	11.27				1,775
All employees, including all current officers who are not executive officers, as a group				0				—				0

(1)	All options were granted with an exercise price equal to 100% of the fair market value on the date of grant.
(2)	Mr. Ricketts resigned his positions as Executive Vice President, Chief Operating Officer and Corporate Secretary of Ameritrade in August 2005.
(3)	Mr. Feigeles resigned his position as Executive Vice President in March 2005.

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	Products and Services

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		Page
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Auditors			124
Consolidated Statements of Financial Condition			125
Consolidated Statements of Income			126
Consolidated Statements of Changes in Stockholders’ Equity			127
Consolidated Statements of Cash Flows			128
Notes to Consolidated Financial Statements			129
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income			155
Condensed Consolidated Statements of Financial Condition			156
Condensed Consolidated Statements of Cash Flows			157
Notes to Condensed Consolidated Financial Statements			158

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				2004				2003
								(Restated)
				(In thousands of dollars,
				except share data)
ASSETS
Cash and cash equivalents				$	222,716			$	420,825
Investment securities
	Held to maturity (market value of $2,830,814 and $1,249,960)				2,831,595				1,249,852
	Available for sale, at market value				6,940,966				5,335,376
	Trading				1,873,353				1,573,351
	Restricted investment securities, at cost				32,695				22,610
Receivables from customers					5,069,332				4,438,506
Securities purchased under agreements to resell					1,515,855				1,492,896
Receivables from brokers and dealers					79,140				67,726
Deposits paid for securities borrowed					91,845				82,172
Deposits with clearing organizations					54,872				66,627
Loans, net of allowance for loan losses of $600 and $1,702					24,479				41,805
Receivable from affiliates					8,526				—
Furniture, equipment and leasehold improvements, at cost, less accumulated depreciation and amortization of $98,055 and $98,238					123,933				118,315
Capitalized software, net of accumulated amortization of $67,263 and $52,660					30,637				29,649
Intangible assets					12,409				14,827
Goodwill					859,289				852,978
Deferred tax assets					34,569				17,600
Other assets					112,246				114,594
		Total assets		$	19,918,457			$	15,939,709
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
Liabilities
Bank loans and overdrafts				$	43,309			$	49,762
Interest bearing deposits					8,631,570				5,807,827
Deposits received for securities loaned					1,081,561				909,460
Securities sold, not yet purchased					5,136				3,588
Payables to brokers and dealers					176,119				186,243
Payables to customers					5,391,422				5,337,499
Swap contracts with affiliate, at fair value					726,837				528,962
Payables to affiliates					544,151				64,681
Non interest bearing deposits					351				206
Taxes payable					27,144				19,153
Deferred tax liabilities					75,583				42,039
Accrued compensation and other liabilities					229,541				207,641
Liabilities qualifying as risk based capital
	Subordinated debt with affiliate				30,000				30,000
		Total liabilities			16,962,724				13,187,061
Minority interest					61,277				51,813
Commitments and contingent liabilities (Note 15)
Stockholders’ Equity
Preferred stock of subsidiary, Cdn$1,000 par value, unlimited shares authorized, 17,100 shares issued and outstanding					11,829				11,829
Common stock, Class A, $0.01 par value, 355 million shares authorized, 352,944,959 shares issued and outstanding					3,530				3,530
Common stock, Class B, $0.01 par value, 18 million shares authorized, 17,724,648 shares issued and outstanding					177				177
Additional paid-in capital					1,785,631				1,784,032
Retained earnings					1,024,776				867,122
Accumulated other comprehensive income					68,513				34,145
		Total stockholders’ equity			2,894,456				2,700,835
		Total liabilities, minority interest and stockholders’ equity		$	19,918,457			$	15,939,709

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				2004				2003				2002
								(Restated)				(Restated)
				(In thousands of dollars)
REVENUES
Interest income
	Margin loans			$	209,047			$	153,901			$	153,083
	Investment securities				195,219				163,707				164,258
	Other				73,856				67,206				55,271
		Total interest income			478,122				384,814				372,612
Interest expense
	Interest bearing deposits				70,367				34,253				54,082
	Deposits received for securities loaned				9,381				11,533				10,335
	Customer deposits				43,248				55,574				31,852
	Bank loans and overdrafts				275				134				143
	Subordinated debt				1,992				1,992				32
		Total interest expense			125,263				103,486				96,444
	Net interest income				352,859				281,328				276,168
Non-interest income
	Commissions and fees				681,944				653,154				573,638
	Gain on principal transactions				33,973				21,116				—
	Loss on sale of available for sale securities				(231	)			(840	)			(1,425	)
	Mutual fund and related revenue				202,735				144,713				113,734
	Fees from affiliates				48,217				29,976				19,201
	Other				76,987				61,017				151,982
		Total non-interest income			1,043,625				909,136				857,130
	Net revenue				1,396,484				1,190,464				1,133,298
OPERATING EXPENSES
	Employee compensation and benefits				527,229				456,597				372,557
	Floor brokerage, exchange and clearing fees				104,596				86,472				53,125
	Occupancy				68,448				71,832				66,650
	Advertising and promotion				91,293				66,788				91,123
	Depreciation and amortization				56,231				55,743				57,399
	Equipment				39,012				37,782				46,992
	Communications and data processing				57,543				77,356				82,529
	Professional fees				58,294				42,973				41,902
	Stationery and postage				37,045				33,789				37,653
	Other				103,778				101,755				190,171
		Total operating expenses			1,143,469				1,031,087				1,040,101
Income before income taxes and minority interest					253,015				159,377				93,197
Income tax provision					85,793				53,881				44,492
		Income after taxes before minority interest			167,222				105,496				48,705
Minority interest in subsidiary					9,150				5,828				1,386
		Income from continuing operations			158,072				99,668				47,319
Discontinued operations
Loss from discontinued operations (including loss on disposal of $61,650 for the year ended October 31, 2003)					—				(64,661	)			(16,896	)
Income tax benefit					—				(9,751	)			(5,010	)
Loss from discontinued operations					—				(54,910	)			(11,886	)
Net income				$	158,072			$	44,758			$	35,433

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						Preferred				Preferred				Common				Common				Common				Common												Accumulated
						Stock of				Stock of				Stock —				Stock —				Stock —				Stock —				Additional								Comprehensive
		Comprehensive				Subsidiary				Subsidiary				Class A				Class A				Class B				Class B				Paid-In				Retained				(Loss)/				Total
		Income				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Earnings				Income				Equity
Balance at October 31, 2001, as restated (Note 3)							17,100			$	11,829				2,002			$	—				102			$	—			$	1,772,226			$	843,789			$	(22,719	)		$	2,605,125
Cancellation of common stock outstanding of TDW Holdings as part of merger into TDW Group															(2,002	)							(102	)																			—
Issuance of new common shares of TDW Group															352,944,959				3,530				17,724,648				177				(3,707	)											—
Increase in APIC re: affiliate contributions																															1,819												1,819
Reduction in APIC re: subsidiary acquisition purchase accounting																															(643	)											(643	)
Return of Capital to parent re sale of joint ventures below book value																															(7,993	)											(7,993	)
Capital contribution re: subsidiary disposal to parent above book value																															9,043												9,043
Distribution to Parent re: TD Evergreen Acquisition																																			(56,500	)							(56,500	)
Comprehensive income Net income		$	35,433																																35,433								35,433
Net change in appreciation on investment securities, available for sale, held by bank subsidiaries, net of taxes of $404			688																																				688				688
Translation adjustment arising during the year, net of taxes of $7,848		$	12,718																																				12,718				12,718
Comprehensive income		$	48,839
Balance at October 31, 2002, as restated (Note 3)							17,100			$	11,829				352,944,959			$	3,530				17,724,648			$	177			$	1,770,745			$	822,722			$	(9,313	)		$	2,599,690
Increase in APIC from surrendered and exercised stock options																															12,537												12,537
Increase in APIC re deemed contribution for stock compensation																															750												750
Dividend on preferred stock of subsidiary																																			(358	)							(358	)
Comprehensive income Net income		$	44,758																																44,758								44,758
Net change in appreciation on investment securities, available for sale, net of taxes of $1,095			(1,865	)																																			(1,865	)			(1,865	)
Translation adjustment arising during the year, net of taxes of $27,204		$	45,323																																				45,323				45,323
Comprehensive income		$	88,216
Balance at October 31, 2003, as restated (Note 3)							17,100			$	11,829				352,944,959			$	3,530				17,724,648			$	177			$	1,784,032			$	867,122			$	34,145			$	2,700,835
Increase in APIC from surrendered and exercised stock options																															577												577
Increase in APIC re deemed contribution for stock compensation																															1,022												1,022
Dividend on preferred stock of subsidiary																																			(418	)							(418	)
Comprehensive income Net income		$	158,072																																158,072								158,072
Net change in appreciation on investment securities, available for sale, net of taxes of $4,107			6,994																																				6,994				6,994
Translation adjustment arising during the year, net of taxes of $16,077		$	27,374																																				27,374				27,374
Comprehensive income		$	192,440
Balance at October 31, 2004							17,100			$	11,829				352,944,959			$	3,530				17,724,648			$	177			$	1,785,631			$	1,024,776			$	68,513			$	2,894,456

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				2004				2003				2002
								(Restated)				(Restated)
				(In thousands of dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income				$	158,072			$	44,758			$	35,433
	Adjustments to reconcile net income to cash provided by operating activities:
	Depreciation and amortization				56,231				55,743				59,152
	Minority interest in earnings of consolidated subsidiary				9,150				5,828				1,386
	Provision for loan losses				(346	)			1,141				1,176
	Allowance for doubtful customer accounts				1,915				1,969				670
	Write down on investments				—				83,096				13,599
	Net accretion of discount on investment securities held to maturity				(18,350	)			(16,549	)			(22,173	)
	Net amortization of discount on investment securities available for sale				275				166				363
	Net increase in interest payable on swaps				2,397				2,787				3,267
	Deemed contribution for stock compensation				1,022				750				—
	Goodwill impairment				—				11,104				9,212
	(Increases)/ decreases in operating assets:
		Cash segregated under federal regulations			—				200,000				(200,000	)
		Trading investment securities			(164,978	)			(888,401	)			161,126
		Securities purchased under agreements to resell			92,212				623,673				(637,655	)
		Receivables from customers			(509,824	)			(1,322,870	)			586,225
		Receivables from brokers and dealers			(7,517	)			70,702				(104,676	)
		Deposits paid for securities borrowed			(9,673	)			53,802				(108,910	)
		Deposits with clearing organizations			12,501				(26,134	)			15,944
		Receivables from affiliates			(7,904	)			—				12,118
		Current tax receivable			—				11,573				(7,608	)
		Deferred tax assets			(16,392	)			10,955				(4,935	)
		Other assets			1,174				1,927				168
	Increases/ (decreases) in operating liabilities:
		Deposits received for securities loaned			172,101				836,486				(206,119	)
		Securities sold, not yet purchased			1,296				(5,346	)			6,312
		Payables to brokers and dealers			(17,508	)			(20,690	)			207,342
		Payables to customers			(227,526	)			547,178				630,417
		Payables to affiliates			438,252				(101,405	)			7,838
		Taxes payable			6,621				(5,196	)			14,224
		Deferred taxes payable			12,589				1,321				8,967
		Accrued compensation and other liabilities			18,417				29,696				24,444
		Cash provided by operating activities			4,207				208,064				507,307
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of investment securities held to maturity				(159,254,047	)			(125,872,530	)			(40,489,658	)
	Proceeds from maturities of investment securities held to maturity				157,690,654				126,259,378				40,392,970
	Purchase of investment securities available for sale				(4,450,315	)			(3,298,193	)			(894,349	)
	Proceeds from maturities of investment securities available for sale				3,035,793				2,336,712				1,144,995
	Proceeds from sale of investment securities available for sale				16,935				15,165				24,215
	Purchase of restricted securities				(10,085	)			(7,070	)			—
	Net decrease in loans				17,672				6,174				11,449
	Purchase of furniture, equipment and leasehold improvements				(38,066	)			(31,213	)			(47,869	)
	Capitalized software				(15,723	)			(1,520	)			(29,521	)
	Purchase of intangible assets				(1,491	)			(5,350	)			(12,976	)
	Proceeds from disposals of businesses, net				—				18,397				(57,038	)
	Purchases of businesses				—				—				(112,793	)
		Cash used in investing activities			(3,008,673	)			(580,050	)			(70,575	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Bank loans and overdrafts				(6,453	)			(9,524	)			47,394
	Net increase/ (decrease) in interest bearing deposits				2,823,743				466,008				(194,230	)
	Net increase/ (decrease) in non interest bearing deposits				145				(372	)			625
	Purchases of publicly held common shares				—				—				(391,747	)
	Dividends paid on subsidiary preferred stock				(426	)			(369	)			—
	Distribution paid to Parent re: TD Evergreen Acquisition				—				—				(56,500	)
		Cash provided by/ (used in) financing activities			2,817,009				455,743				(594,458	)
Effect of exchange rate differences on cash and cash equivalents					(10,652	)			5,554				1,408
(Decrease)/ increase in cash and cash equivalents					(198,109	)			89,311				(156,523	)
Cash and cash equivalents, beginning of year					420,825				331,514				487,832
Cash and cash equivalents, end of year				$	222,716			$	420,825			$	331,514
Supplemental disclosures of cash flow information:
Cash paid for interest				$	66,247			$	95,326			$	101,283
Cash paid for income taxes				$	81,870			$	44,394			$	50,222

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1.	Organization and Description of Business

	•	TD Waterhouse Investor Services, Inc. (“TDW US”), formerly Waterhouse Securities, Inc., a wholly-owned U.S. registered broker-dealer which provides discount brokerage services to retail customers in the U.S.
	•	National Investor Services Corp. (“NISC”), a wholly-owned U.S. registered broker-dealer which provides execution and clearance services for affiliates, including TDW US, and third party broker-dealers.
	•	TD Waterhouse Asset Management (“TDWAM”), formerly Waterhouse Asset Management, a wholly-owned U.S. registered investment advisor which provides investment advice to a series of affiliated mutual funds.
	•	TD Waterhouse Investor Services (Canada) Inc. (“TDW Canada”), an approximately 90% owned registered broker-dealer which provides discount brokerage services to customers in Canada. On July 1, 2002, TDW Canada issued additional common shares and paid cash consideration to acquire the assets and liabilities of the full service brokerage and financial planning operations of a TD Bank affiliate. This merger of entities under common control has been accounted for in a manner similar to a pooling of interests by retroactively combining the net assets, operations and cash flows of these entities with the Company’s for all periods presented.
	•	TD Waterhouse Bank, NA (“TDW Bank”), formerly Waterhouse National Bank, is a wholly-owned federally chartered banking institution and a member of the Federal Deposit Insurance Corporation (“FDIC”). TDW Bank provides banking services to the customers of its affiliate, TDW US. TDW Bank offers checking accounts, checking accounts with overdraft protection and certificates of deposit. TDW Bank also offers credit cards and mortgages through unaffiliated third parties. In addition, TDW Bank provides brokerage customers the ability to keep un-invested funds in an FDIC insured money market account with check writing and debit card options.
	•	CTUSA, Inc. (“CTUSA”), is the wholly-owned holding company of TD Bank USA, F.S.B. (“TDB USA”), a Federal Savings Bank chartered under Section 5 of the Home Owners’ Loan Act and regulated by the Office of Thrift Supervision.
	•	TD Waterhouse Capital Markets, Inc. (“TDW CM”), operates as a Boston Stock Exchange, Inc. (“BSE”) specialist in listed securities and a market maker in over-the-counter equity securities,

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		primarily those traded on the NASDAQ Stock Market and the OTC Bulletin Board. TDW CM is a wholly-owned securities brokerage firm registered with the Securities and Exchange Commission (“SEC”) and is a member of the National Association of Securities Dealers, Inc. (“NASD”), and the BSE.

2.	Summary of Significant Accounting Policies

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	Restricted investment securities

	Loans and allowances for losses

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	Furniture and equipment and lease accounting

	Capitalized software

	Business Combinations, Goodwill and Intangible Assets

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2005		$	5,332
2006		$	5,332
2007		$	1,636
2008		$	109

	Recent accounting pronouncements

	Mutual fund and related revenue

	Advertising and promotion

	Stock based compensation

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		For the Year Ended October 31
		2004				2003				2002
						(Restated)				(Restated)
Net income		$	158,072			$	44,758			$	35,433
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			1,885				1,317				—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(2,296	)			(2,626	)			(1,656	)
Pro forma net income		$	157,661			$	43,449			$	33,777

	Income taxes

	Foreign currency translation

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3.	Restatement of Financial Statements

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		For the Year Ended								For the Year Ended
		October 31, 2003								October 31, 2002
		As Originally								As Originally
		Reported				As Restated				Reported				As Restated
Consolidated Statements of Income
Commissions and fees		$	653,154			$	653,154			$	560,412			$	573,638
Other non-interest income			66,948				61,017				59,791				151,982
Net revenue			1,196,395				1,190,464				981,413				1,133,298
Employee compensation and benefits			455,847				456,597				351,774				372,557
Occupancy			70,925				71,832				63,657				66,650
Equipment			37,782				37,782				42,999				46,992
Other expenses			96,582				101,755				60,197				190,171
Total operating expenses			1,035,361				1,031,087				880,704				1,040,101
Income before income taxes and minority interest			161,034				159,377				100,709				93,197
Income tax provision			54,216				53,881				51,533				44,492
Minority interest in subsidiary			—				5,828				—				1,386
Income from continuing operations			106,818				99,668				49,176				47,319
Loss on discontinued operations			(54,910	)			(54,910	)			(11,886	)			(11,886	)
Net income			51,908				44,758				37,290				35,433
Consolidated Statements of Cash Flows
Cash flows from operating activities			193,631				208,064				470,876				507,307
Cash flows from investing activities			(580,002	)			(580,050	)			198,880				(70,575	)
Cash flows from financing activities			465,526				455,743				(584,236	)			(594,458	)

		October 31, 2003								October 31, 2002
		As Originally								As Originally
		Reported				As Restated				Reported				As Restated
Consolidated Statements of Financial Condition
Receivables from brokers and dealers			117,540				67,726				133,646				127,958
Deferred tax assets			16,134				17,600				—				27,717
Total assets			15,992,046				15,939,709				13,086,527				13,090,681
Payables to brokers and dealers			232,097				186,243				190,540				186,669
Deferred tax liabilities			44,653				42,039				—				16,490
Total liabilities			13,236,904				13,187,061				10,439,822				10,449,939
Minority interest			—				51,813				—				41,052
Total stockholders’ equity			2,755,142				2,700,835				2,646,705				2,599,690

4.	Business Dispositions

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		2003				2002
Losses from operations		$	3,011			$	16,896
Loss on disposal			61,650				—
Income tax benefit			9,751				5,010
Net loss from discontinued operations		$	54,910			$	11,886

5.	Investment Securities

		October 31, 2004
						Gross Unrealized
		Amortized
		Cost				Gains				(Losses)				Fair Value
U.S. government agency securities		$	1,880,052			$	46			$	(772	)		$	1,879,326
Mortgage-backed securities			951,543				41				(96	)			951,488
Total investment securities — held to maturity		$	2,831,595			$	87			$	(868	)		$	2,830,814

		October 31, 2003
						Gross Unrealized
		Amortized
		Cost				Gains				(Losses)				Fair Value
U.S. government agency securities		$	875,658			$	207			$	(159	)		$	875,706
Mortgage-backed securities			374,194				73				(13	)			374,254
Total investment securities — held to maturity		$	1,249,852			$	280			$	(172	)		$	1,249,960

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			Less than 12 Months								12 Months or More								Total
							Unrealized								Unrealized								Unrealized
			Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
October 31, 2004
U.S. Treasury obligations			$	—			$	—			$	—			$	—			$	—			$	—
U.S. agency obligations				648,944				(720	)			—				—				648,944				(720	)
State or local housing agency obligations				—				—				—				—				—				—
Other				52,207				(8	)			88,152				(44	)			140,359				(52	)
Mortgage-backed securities				406,051				(96	)			—				—				406,051				(96	)
	Total temporarily impaired		$	1,107,202			$	(824	)		$	88,152			$	(44	)		$	1,195,354			$	(868	)
October 31, 2003
U.S. Treasury obligations			$	—			$	—			$	—			$	—			$	—			$	—
U.S. agency obligations				171,008				(159	)			—				—				171,008				(159	)
State or local housing agency obligations				—				—				—				—				—				—
Other				—				—				—				—				—				—
Mortgage-backed securities				224,965				(13	)			—				—				224,965				(13	)
	Total temporarily impaired		$	395,973			$	(172	)		$	—			$	—			$	395,973			$	(172	)

			October 31, 2004
							Gross Unrealized
			Amortized
			Cost				Gains				(Losses)				Fair Value
Canadian government guaranteed mortgage-backed securities			$	5,671,709			$	713,490			$	—			$	6,385,199
U.S. equity securities				3,500				9,118				—				12,618
U.S. government agency securities				447,587				172				(547	)			447,212
U.S. state and municipal securities				95,448				932				(443	)			95,937
	Total investment securities — available for sale		$	6,218,244			$	723,712			$	(990	)		$	6,940,966

			October 31, 2003
							Gross Unrealized
			Amortized
			Cost				Gains				(Losses)				Fair Value
Canadian government guaranteed mortgage-backed securities			$	5,267,747			$	409			$	(2,669	)		$	5,265,487
U.S. government agency securities				1,706				72				—				1,778
U.S. state and municipal securities				67,778				1,102				(769	)			68,111
	Total investment securities — available for sale		$	5,337,231			$	1,583			$	(3,438	)		$	5,335,376

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			October 31, 2004
			Held to Maturity								Available for Sale
			Amortized				Market				Amortized				Market
			Cost				Value				Cost				Value
Due in one year or less			$	2,742,744			$	2,741,966			$	266,549			$	314,628
Due from one year through five years				28,196				28,182				5,934,720				6,600,046
Due after five years through ten years				—				—				12,721				12,898
Due after ten years				60,655				60,666				754				776
	Total		$	2,831,595			$	2,830,814			$	6,214,744			$	6,928,348

			October 31, 2003
			Held to Maturity								Available for Sale
			Amortized				Market				Amortized				Market
			Cost				Value				Cost				Value
Due in one year or less			$	1,247,577			$	1,247,541			$	1,105,558			$	1,105,568
Due from one year through five years				1,558				1,669				4,214,074				4,212,337
Due after five years through ten years				—				—				17,129				16,996
Due after ten years				717				750				470				475
	Total		$	1,249,852			$	1,249,960			$	5,337,231			$	5,335,376

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6.	Receivables from and Payables to Brokers and Dealers

			As at October 31,
			2004				2003
							(Restated)
Receivables
	Securities failed to deliver		$	17,376			$	10,902
	Correspondent broker and clearing organization balances			45,660				47,661
	Clearing and other fees			3,558				6,475
	Other			12,546				2,688
			$	79,140			$	67,726
Payables
	Securities failed to receive		$	31,619			$	18,295
	Correspondent broker and clearing organization balances			41,722				114,325
	Other			102,778				53,623
			$	176,119			$	186,243

7.	Receivables from and Payables to Customers

8.	Collateral Pledged

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9.	Loans

			As at October 31,
			2004				2003
Home equity			$	6,526			$	7,981
Consumer loans				975				17,786
Commercial loans				15,006				14,837
Mortgages				2,572				2,903
				25,079				43,507
Less — allowance for loan losses				(600	)			(1,702	)
	Total loans		$	24,479			$	41,805

		As at October 31,
		2004				2003
Beginning balance		$	1,702			$	1,553
Provision for/(reversal of) loan losses			(346	)			1,141
Charge-offs (net of recoveries)			(756	)			(992	)
		$	600			$	1,702

10.	Financing Activities

		As at October 31,
		2004				2003
Average amount outstanding during period		$	18,899			$	8,699
Maximum amount outstanding during period			225,000				163,000
Weighted average interest rate at end of period			0.00	%			0.00	%
Weighted average interest rate during period			1.47	%			1.46	%

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11.	Subordinated Debt

12.	Fair Value of Financial Instruments

	Financial assets

	Financial liabilities

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13.	Financial Instruments with Off-Balance Sheet Risk

	Forward foreign exchange contracts and cross currency interest rate swaps

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	Interest rate swaps

	Equity derivative contracts

14.	Stock Options

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						Weighted								Weighted								Weighted
						Average								Average								Average
		October 31,				Exercise				October 31,				Exercise				October 31,				Exercise
		2004				Price				2003				Price				2002				Price
Number outstanding, beginning of year			2,377,723			$	25.92				1,305,200			$	18.55				1,399,125			$	15.59
Granted			242,324				33.60				622,100				25.35				608,700				21.65
Transferred in			457,048				30.93				1,161,473				26.61				80,000				23.23
Transferred out			(34,799	)			30.20				(336,450	)			24.26				(538,850	)			16.57
Exercised			(449,004	)			25.45				(44,850	)			13.01				(3,300	)			17.73
Forfeited			(182,675	)			30.93				(329,750	)			23.25				(240,475	)			16.99
Number outstanding, end of year			2,410,617				29.39				2,377,723				25.92				1,305,200				18.55
Exercisable, end of year			1,302,740			$	27.88				1,119,122			$	23.25				687,663			$	16.25

15.	Commitments and Contingent Liabilities

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		Leases				Subleases
Year Ending October 31,
2005		$	36,737			$	1,363
2006			32,644				2,053
2007			27,466				2,613
2008			22,068				2,384
2009			17,998				2,042
Thereafter			53,680				1,658
		$	190,593			$	12,113

16.	Capital Adequacy

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												Minimum								To be Well
												Threshold for								Capitalized Under
												Capital Adequacy								Prompt Corrective
				Actual								Purposes								Action Provisions
				Amount				Ratio				Amount				Ratio				Amount				Ratio
As of October 31, 2004
	Total Capital (to Risk Weighted Assets):
		TDW Group		$	2,056,644				29.9%			$	549,989				8.0%			$	687,486				10.0%
		TD Waterhouse Bank			520,573				57.7%				72,124				8.0%				90,155				10.0%
	Tier I Capital (to Risk Weighted Assets):
		TDW Group			2,005,113				29.2%				274,994				4.0%				412,491				6.0%
		TD Waterhouse Bank			519,973				57.7%				36,062				4.0%				54,093				6.0%
	Tier I Capital (to Average Assets):
		TDW Group			2,005,113				10.5%				761,870				4.0%				952,338				5.0%
		TD Waterhouse Bank			519,973				5.4%				387,696				4.0%				484,619				5.0%
As of October 31, 2003
	Total Capital (to Risk Weighted Assets):
		TDW Group		$	1,910,148				23.1%			$	661,426				8.0%			$	826,783				10.0%
		TD Waterhouse Bank			362,736				86.5%				33,557				8.0%				41,946				10.0%
	Tier I Capital (to Risk Weighted Assets):
		TDW Group			1,855,642				22.4%				330,713				4.0%				496,070				6.0%
		TD Waterhouse Bank			361,036				86.7%				16,778				4.0%				25,168				6.0%
	Tier I Capital (to Average Assets):
		TDW Group			1,855,642				12.3%				604,277				4.0%				755,346				5.0%
		TD Waterhouse Bank			361,036				5.4%				270,071				4.0%				337,589				5.0%

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17.	Profit Sharing, 401(k) Plans and Other Stock-Based Compensation

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18.	Income Taxes

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			For the Year Ended October 31,
			2004				2003				2002
							(Restated)				(Restated)
Current:
	U.S. Federal		$	34,261			$	17,421			$	4,528
	U.S. Federal — release of provision			—				(12,000	)			—
	State and local			1,772				1,551				223
	Foreign			55,182				32,431				21,291
Total current				91,215				39,403				26,042
Deferred:
	U.S. Federal			(3,762	)			6,189				11,287
	State and local			(215	)			373				662
	Foreign			(1,445	)			(1,835	)			1,491
Total deferred				(5,422	)			4,727				13,440
Total income tax expense			$	85,793			$	44,130			$	39,482

			As at October 31,
			2004				2003
							(Restated)
Deferred tax asset — current:
	Accruals and allowances		$	27,062			$	11,538
	Foreign operations			7,507				6,062
Deferred tax asset				34,569				17,600
Deferred tax liability — non-current — net
	Goodwill and other			(34,814	)			(19,118	)
	Other comprehensive income			(40,769	)			(22,921	)
Deferred tax liability				(75,583	)			(42,039	)
Total net deferred tax liability			$	(41,014	)		$	(24,439	)

		For the Year Ended
		October 31,
		2004				2003				2002
Federal statutory income tax rate			35.0	%			35.0	%			35.0	%
Reduction of previously established reserve			(2.4	)			(7.5	)			—
Provision for TDW Canada dividend			0.5				—				—
State and local income taxes, net of Federal income tax benefit & other			0.6				1.3				1.0
Foreign provincial income taxes			0.9				(0.6	)			(0.8	)
Non-taxable foreign exchange gain			(0.8	)			—				—
Non-allowable foreign losses			—				—				12.5
Non-taxable stock compensation expense			0.1				5.6				—
			33.9	%			33.8	%			47.7	%

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19.	Related Party Transactions

	General

	International operations

151

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			For the Year Ended October 31,
			2004				2003				2002
							(Restated)				(Restated)
Revenues
Commissions and fees			$	47,497			$	14,255			$	14,705
Mutual fund and related revenue				3,390				2,890				23,878
Net interest revenue				46,199				125,572				56,705
	Total revenues		$	97,086			$	142,717			$	95,288
Expenses
Compensation and benefits			$	—			$	—			$	4,844
Occupancy and equipment				11,757				10,312				5,406
Professional fees				5,164				4,333				2,903
Other expenses				24,161				38,201				45,893
	Total expenses		$	41,082			$	52,846			$	59,046

20.	International Operations

				For the Year Ended October 31,
				2004				2003				2002
								(Restated)				(Restated)
Total net revenues:
	United States			$	765,327			$	694,634			$	673,138
	Canada				631,155				510,353				441,691
	Other				2				(14,523	)			18,469
		Total		$	1,396,484			$	1,190,464			$	1,133,298
Income before income taxes and minority interest:
	United States			$	105,523			$	94,677			$	45,225
	Canada				147,493				90,328				80,425
	Other				(1	)			(25,628	)			(32,453	)
		Total		$	253,015			$	159,377			$	93,197

				At October 31,
				2004				2003
Assets:
	United States			$	14,777,265			$	11,656,060
	Canada				5,140,331				4,282,848
	Other				861				801
		Total		$	19,918,457			$	15,939,709

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21.	Subsequent Events

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			Three Months Ended								Six Months Ended
			April 30,								April 30,
			2005				2004				2005				2004
REVENUES
Interest income
Margin loans			$	71,677			$	52,307			$	139,299			$	101,714
Investment securities				86,514				41,614				169,916				79,646
Other				34,871				19,495				58,777				41,806
	Total interest income			193,062				113,416				367,992				223,166
Interest expense
Interest bearing deposits				40,573				15,034				73,367				27,910
Deposits received for securities loaned				5,878				2,520				10,094				4,633
Customer deposits				21,831				9,937				41,083				23,496
Bank loans and overdrafts				39				83				199				202
Subordinated debt				498				498				996				996
	Total interest expense			68,819				28,072				125,739				57,237
	Net interest income			124,243				85,344				242,253				165,929
Non-interest income
Commissions and fees				174,115				205,048				357,385				408,613
Gain on principal transactions				4,821				7,973				12,489				16,805
Loss on sale of available for sale securities				(94	)			(2	)			(99	)			(3	)
Mutual fund and related revenue				57,698				54,786				110,300				106,294
Fees from affiliates				17,234				11,635				33,337				22,034
Other				20,509				19,699				40,016				39,185
	Total non-interest income			274,283				299,139				553,428				592,928
	Net revenue			398,526				384,483				795,681				758,857
Expenses
Employee compensation and benefits				152,289				135,208				306,921				263,216
Floor brokerage, exchange and clearing fees				35,764				28,491				71,473				58,384
Occupancy				19,012				15,883				37,550				32,140
Advertising and promotion				36,643				34,582				63,822				56,683
Depreciation and amortization				13,265				14,117				26,218				27,146
Equipment				10,065				9,418				18,087				19,100
Communications and data processing				12,488				14,869				26,249				30,611
Professional fees				14,431				11,966				29,725				27,821
Stationery and postage				11,161				9,948				21,324				19,610
Other				9,752				24,806				25,662				48,144
Total expenses				314,870				299,288				627,031				582,855
Income before income taxes				83,656				85,195				168,650				176,002
Income tax provision				30,998				31,622				62,372				65,319
Income after taxes before minority interests				52,658				53,573				106,278				110,683
Minority interest in consolidated subsidiary				3,492				3,630				6,406				6,945
	Net income		$	49,166			$	49,943			$	99,872			$	103,738

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			April 30,				October 31,
			2005				2004
ASSETS
Cash and cash equivalents			$	248,362			$	222,716
Investment securities
	Held to maturity (market value of $2,133,371 and $2,830,814)			2,133,620				2,831,595
	Available for sale, at market value			8,204,527				6,940,966
	Trading securities owned, at market value			2,069,994				1,873,353
	Restricted investment securities			46,756				32,695
Receivable from customers, net				5,305,206				5,069,332
Securities purchased under agreement to resell				837,039				1,515,855
Receivable from brokers and dealers				38,839				79,140
Deposits paid for securities borrowed				43,334				91,845
Deposits with clearing organizations				44,895				54,872
Loans, net of allowance for loan losses of $600 and $600				26,322				24,479
Receivable from affiliates				41,400				8,526
Furniture, equipment and leasehold improvements, at cost, net of accumulated depreciation of $104,257 and $98,697				128,073				123,933
Capitalized software, net of accumulated amortization of $60,715 and $67,263				32,944				30,637
Intangible assets				9,703				12,409
Goodwill, net of accumulated amortization				856,206				859,289
Deferred tax assets				34,044				34,569
Other assets				125,891				112,246
Total assets			$	20,227,155			$	19,918,457
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Bank loans and overdrafts			$	65,653			$	43,309
Interest bearing deposits				9,398,500				8,631,570
Deposits received for securities loaned				1,260,836				1,081,561
Securities sold, not yet purchased, at market value				3,237				5,136
Payable to brokers and dealers				276,355				176,119
Payable to customers				5,503,917				5,391,422
Swap contracts with affiliates				434,182				726,837
Payable to affiliates				71,164				544,151
Non-interest bearing deposits				153				351
Taxes payable				24,643				27,144
Deferred tax liabilities				62,912				75,583
Accrued compensation and other liabilities				205,837				229,541
Liabilities qualifying as risk based capital subordinated debt with affiliate				30,000				30,000
Total liabilities				17,337,389				16,962,724
Minority interest				66,177				61,277
Commitments and contingent liabilities (Note 2)
Stockholders’ Equity
Preferred stock of subsidiaries, CDN$1,000 par value: unlimited shares authorized, 17,100 shares issued and outstanding				11,829				11,829
Common stock, Class A, $.01 par value: 355 million shares authorized, 352,944,959 shares issued and outstanding				3,530				3,530
Common stock, Class B, $.01 par value: 18 million shares: authorized, 0 and 17,724,648 shares issued and outstanding, respectively				—				177
Additional paid-in capital				1,766,884				1,785,631
Retained earnings				984,760				1,024,776
Accumulated other comprehensive income				56,586				68,513
	Total stockholders’ equity			2,823,589				2,894,456
	Total liabilities and stockholders’ equity		$	20,227,155			$	19,918,457

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				Six Months Ended April 30,
				2005				2004
Cash flows from operating activities
Net income				$	99,872			$	103,738
Depreciation and amortization					26,218				27,146
Minority interest in earnings of consolidated subsidiary					6,406				6,945
Provision for loan losses					—				237
Allowance for doubtful customer accounts					(506	)			(4,420	)
Net accretion of discount on investment securities held to maturity					(29,718	)			(8,766	)
Net amortization of discount on investment securities available for sale					930				80
Net increase in interest payable on swaps					(6,612	)			(627	)
Deemed contribution for stock compensation					141				214
(Increases) decreases in operating assets
	Trading investment securities				(261,070	)			(71,824	)
	Securities purchased under agreements to resell				650,712				62,296
	Deposits paid for securities borrowed				48,511				36,316
	Receivable from brokers and dealers				39,602				(4,969	)
	Receivable from customers				(296,648	)			(878,505	)
	Deposits with clearing organizations				9,631				(23,911	)
	Receivable from affiliates				8,523				—
	Deferred tax assets				284				5,924
	Other assets				(14,690	)			(36,596	)
Increases (decreases) in operating liabilities
	Deposits received for securities loaned				179,275				281,689
	Securities sold, not yet purchased				(1,849	)			(2,672	)
	Payable to brokers and dealers				107,701				90,357
	Payable to customers				239,457				55,471
	Payable to affiliates				(469,129	)			207,609
	Taxes payable				(2,307	)			10,074
	Deferred tax liabilities				(3,373	)			—
	Accrued compensation and other liabilities				(22,023	)			(23,728	)
		Cash provided by (used in) operating activities			309,338				(167,922	)
Cash flows from investing activities
Purchase of investment securities held to maturity					(81,658,677	)			(84,002,556	)
Proceeds from maturities of investment securities held to maturity					82,380,879				82,795,514
Purchase of investment securities available for sale					(2,224,070	)			(2,131,980	)
Proceeds from maturities of investment securities available for sale					672,980				1,172,018
Proceeds from sale of investment securities available for sale					6,360				7,505
Purchase restricted securities					(14,061	)			(5,285	)
Net (increase) decrease in loans					(1,843	)			2,027
Purchase of furniture, equipment and leasehold improvements					(24,265	)			(9,727	)
Purchase of intangible assets					—				(2,011	)
Capitalized software					(8,158	)			(5,847	)
		Cash used in investing activities			(870,855	)			(2,180,342	)
Cash flows from financing activities
Repayment of bank loans and overdrafts					22,344				39,935
Class B common stock redemption					(200,000	)			—
Net increase in interest bearing deposits					766,930				2,047,048
Net increase in non interest bearing deposits					(198	)			13
Dividend paid on subsidiary preferred stock					(405	)			(426	)
		Cash provided by financing activities			588,671				2,086,570
Effect of exchange rate differences in cash and cash equivalents					(1,508	)			1,084
Increase in cash and cash equivalents					25,646				(260,610	)
Cash and cash equivalents, beginning of period					222,716				420,825
Cash and cash equivalents, end of period				$	248,362			$	160,215
Supplemental disclosures of cash flow information
		Cash paid for interest		$	88,975			$	32,508
		Cash paid for income taxes		$	80,831			$	55,870

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1.	Basis of Presentation

2.	Net Capital

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																			To be Well
											Minimum Threshold								Capitalized Under
											for Capital								Prompt Corrective
			Actual								Adequacy Purposes								Action Provision
			Amount				Ratio				Amount				Ratio				Amount				Ratio
As of April 30, 2005
Total Capital (to Risk Weighted Assets):
	TDW Group		$	1,948,166				29.0%			$	537,722				8.0%			$	672,152				10.0%
	TD Waterhouse Bank			615,852				74.1%				66,492				8.0%				83,115				10.0%
Tier 1 Capital (to Risk Weighted Assets):
	TDW Group			1,896,197				28.2%				268,861				4.0%				403,291				6.0%
	TD Waterhouse Bank			615,252				74.0%				33,246				4.0%				49,869				6.0%
Tier 1 Capital (to Average Assets):
	TDW Group			1,896,197				9.8%				772,622				4.0%				965,777				5.0%
	TD Waterhouse Bank			615,252				5.7%				428,935				4.0%				536,169				5.0%
As of April 30, 2004
Total Capital (to Risk Weighted Assets):
	TDW Group			1,974,068				28.8%				549,022				8.0%				686,277				10.0%
	TD Waterhouse Bank			491,223				68.0%				57,773				8.0%				72,216				10.0%
Tier 1 Capital (to Risk Weighted Assets):
	TDW Group			1,915,315				27.9%				274,511				4.0%				411,766				6.0%
	TD Waterhouse Bank			489,498				67.8%				28,886				4.0%				43,329				6.0%
Tier 1 Capital (to Average Assets):
	TDW Group			1,915,315				11.0%				698,243				4.0%				872,804				5.0%
	TD Waterhouse Bank			489,198				5.6%				347,373				4.0%				434,216				5.0%

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3.	Stock Based Compensation

		2005				2004
For the six month period ended April 30,
Net income, as reported		$	99,872			$	103,738
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			723				706
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(857	)			(1,166	)
Pro forma net income		$	99,738			$	103,278

4.	Comprehensive Income

		2005				2004
For the six month period ended April 30,
Net income, as reported		$	99,872			$	103,738
Net change in appreciation on investment securities, available for sale, held by bank subsidiaries net of related tax effects			(4,472	)			(641	)
Translation adjustment arising during the period, net of related tax effects			48,332				22,119
Total comprehensive income		$	143,732			$	125,216

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5.	Income Taxes

6.	Equity

7.	Commitments and Contingent Liabilities

Year Ending October 31,
2006		$	479
2007			4,095
2008			4,395
2009			4,433
2010			4,537
Thereafter			53,049
Total		$	70,988

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		Six Months Ended April 30,
		2005				2004				% Change
Average trades per day
Online			66,603				83,120				(20	)%
Touch-tone			695				1,007				(31	)%
Agent			8,354				8,179				2	%
Total daily average trades			75,652				92,306				(18	)%
Average commission per trade		$	16.01			$	17.64				(9	)%
Average margin loans ($billions)		$	3.6			$	3.6				0	%
Active accounts — ending (millions)			2.1				2.1				0	%

		Fiscal Year Ended October 31,
		2004				2003				% Change
Average trades per day
Online			67,386				63,361				6	%
Touch-tone			794				837				(5	)%
Agent			7,392				6,429				15	%
Total daily average trades			75,572				70,627				7	%
Average commission per trade		$	17.50			$	17.90				(2	)%
Average margin loans ($billions)		$	3.5			$	2.5				40	%
Active accounts — ending (millions)			2.1				2.1				0	%

		Fiscal Year Ended October 31,
		2003				2002				% Change
Average trades per day
Online			63,361				61,795				3	%
Touch-tone			837				1,028				(19	)%
Agent			6,429				7,626				(16	)%
Total daily average trades			70,627				70,449				0	%
Average commission per trade		$	17.90			$	17.65				(1	)%
Average margin loans ($billions)		$	2.5			$	2.6				(4	)%
Active accounts — ending (millions)			2.1				2.2				(5	)%

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		Six Months Ended April 30,
		2005				2004				% Change
Average trades per day
Online			22,538				25,857				(13	)%
Touch-tone			672				965				(30	)%
Agent			16,221				14,928				9	%
Total daily average trades			39,431				41,750				(6	)%
Average commission per trade		$	41.34			$	39.49				5	%
Average margin loans ($billions)		$	1.8			$	1.5				20	%
Active accounts — ending (millions)			0.8				0.8				0	%

		Fiscal Year Ended October 31,
		2004				2003				% Change
Average trades per day
Online			21,278				16,590				28	%
Touch-tone			773				711				9	%
Agent			13,334				12,318				8	%
Total daily average trades			35,385				29,619				19	%
Average commission per trade		$	39.43			$	39.15				1	%
Average margin loans ($billions)		$	1.6			$	1.1				45	%
Active accounts — ending (millions)			0.8				0.8				0	%

		Fiscal Year Ended October 31,
		2003				2002				% Change
Average trades per day
Online			16,590				14,589				14	%
Touch-tone			711				831				(14	)%
Agent			12,318				9,069				36	%
Total daily average trades			29,619				24,489				21	%
Average commission per trade		$	39.15			$	31.46				24	%
Average margin loans ($billions)		$	1.1			$	0.9				22	%
Active accounts — ending (millions)			0.8				0.7				14	%

		Six Months Ended April 30,
		2005				2004				% Change
Average trades per day
Online			89,141				108,977				(18	)%
Touch-tone			1,367				1,972				(31	)%
Agent			24,575				23,107				6	%
Total daily average trades			115,083				134,056				(14	)%
Average commission per trade		$	24.69			$	24.44				1	%
Average margin loans ($billions)		$	5.4			$	5.1				6	%
Active accounts — ending (millions)			2.9				2.9				0	%

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		Fiscal Year Ended October 31,
		2004				2003				% Change
Average trades per day
Online			88,664				79,951				11	%
Touch-tone			1,567				1,548				1	%
Agent			20,726				18,747				11	%
Total daily average trades			110,957				100,246				11	%
Average commission per trade		$	24.54			$	24.18				1	%
Average margin loans ($billions)		$	5.1			$	3.6				42	%
Active accounts — ending (millions)			2.9				2.9				0	%

		Fiscal Year Ended October 31,
		2003				2002				% Change
Average trades per day
Online			79,951				76,384				5	%
Touch-tone			1,548				1,859				(17	)%
Agent			18,747				16,695				12	%
Total daily average trades			100,246				94,938				6	%
Average commission per trade		$	24.18			$	21.21				14	%
Average margin loans ($billions)		$	3.6			$	3.5				3	%
Active accounts — ending (millions)			2.9				2.9				0	%

	Six Months Ended April 30, 2004 Compared to Six months Ended April 30, 2005

	Net Revenues

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	Operating Expenses

166

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	Net Revenues

167

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	Operating Expenses

168

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	Net Revenues

169

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	Operating Expenses

170

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						Less than												More than
						1 Year				1-3 Years				3-5 Years				5 Years
		Total				2005				2006-07				2008-09				After 2009
Operating leases		$	190,593				36,737				60,110				40,066				53,680

	Cross Currency Interest Rate Swaps

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		Change in Earnings at Risk (EAR) and
		Market Value at Risk (MVR) at
		October 31,
		2004								2003
Change in Interest Rates (bps)		EAR(1)				MVR(2)				EAR(1)				MVR(2)
+300		$	11,700			$	15,000			$	7,000			$	14,175
+200		$	7,800			$	10,000			$	4,500			$	9,450
+100		$	3,900			$	5,000			$	2,250			$	4,725
-100			N/A			$	(5,000	)			N/A			$	(4,725	)

(1)	pre-tax
(2)	after-tax

		Revenue				Pre-Tax Income
10% Strengthening of the US Dollar		$	(57.4)  million			$	(13.4)  million
10% Weakening of the US Dollar		$	63.2 million			$	14.7 million

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							Sale of
							Ameritrade
			Ameritrade				Canada				Ameritrade
			Historical				Note 2(a)				Adjusted
ASSETS
Cash and cash equivalents			$	267,316			$	61,793			$	329,109
Short-term investments				20,000				—				20,000
Cash and investments segregated in compliance with federal regulations				7,757,897				—				7,757,897
Receivable from brokers, dealers and clearing organizations				3,837,529				—				3,837,529
Receivable from clients and correspondents — net				3,440,170				(639	)			3,439,531
Property and equipment — net				28,292				(119	)			28,173
Goodwill				769,347				—				769,347
Acquired intangible assets — net				263,426				—				263,426
Other investments				64,583				—				64,583
Other assets				57,311				184				57,495
	Total assets		$	16,505,871			$	61,219			$	16,567,090
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations			$	4,563,519			$	—			$	4,563,519
Payable to clients and correspondents				10,251,193				—				10,251,193
Accounts payable and accrued liabilities				143,581				23,606				167,187
Prepaid variable forward derivative instrument				16,912				—				16,912
Prepaid variable forward contract obligation				39,058				—				39,058
Deferred income taxes				89,485				1,597				91,082
	Total liabilities			15,103,748				25,203				15,128,951
Stockholders’ equity:
Common Stock				4,351				—				4,351
Additional paid-in capital				1,182,943				—				1,182,943
Retained earnings				568,756				36,116				604,872
Treasury stock, Common, at cost				(383,423	)			—				(383,423	)
Deferred compensation				941				—				941
Accumulated other comprehensive income				28,555				(100	)			28,455
	Total stockholders’ equity			1,402,123				36,016				1,438,139
	Total liabilities and stockholders’ equity		$	16,505,871			$	61,219			$	16,567,090

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							TD Waterhouse
			TD Waterhouse				Reorganization				TD Waterhouse
			Historical				Note 2(b)				Adjusted
ASSETS
Cash and cash equivalents			$	248,362			$	156,165			$	404,527
Short-term investments				837,039				(837,039	)			—
Receivable from brokers, dealers and clearing organizations				127,068				(31,075	)			95,993
Receivable from clients and correspondents — net				5,305,206				(1,846,772	)			3,458,434
Property and equipment — net				161,017				(73,295	)			87,722
Loans, net				26,322				(26,322	)			—
Goodwill				856,206				(92,752	)			763,454
Acquired intangible assets — net				9,703				(1,043	)			8,660
Investments in debt and equity securities				12,454,897				(12,301,815	)			153,082
Deferred tax assets				34,044				(7,257	)			26,787
Other assets				167,291				(1,621	)			165,670
	Total assets		$	20,227,155			$	(15,062,826	)		$	5,164,329
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations			$	1,540,428			$	200,998			$	1,741,426
Payable to clients and correspondents				5,569,570				(3,821,252	)			1,748,318
Client deposits				9,398,653				(9,398,653	)			—
Accounts payable and accrued liabilities				735,826				(554,304	)			181,522
Subordinated debt with affiliate				30,000				—				30,000
Deferred income taxes				62,912				—				62,912
	Total liabilities			17,337,389				(13,573,211	)			3,764,178
Minority interest				66,177				(66,177	)			—
Stockholders’ equity:
Preferred Stock				11,829				(11,829	)			—
Common Stock				3,530				—				3,530
Additional paid-in capital				1,766,884				(345,838	)			1,421,046
Retained earnings				984,760				(984,760	)			—
Accumulated other comprehensive income/(loss)				56,586				(81,011	)			(24,425	)
	Total stockholders’ equity			2,823,589				(1,423,438	)			1,400,151
	Total liabilities and stockholders’ equity		$	20,227,155			$	(15,062,826	)		$	5,164,329

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																			Ameritrade and
			Ameritrade				TD Waterhouse				Pro Forma								TD Waterhouse
			Adjusted				Adjusted				Adjustments				Reference				Combined
ASSETS
Cash and cash equivalents			$	329,109			$	404,527			$	(72,628	)			2(c)			$	130,095
												1,876,250				2(e)
												(2,407,163	)			2(f)
Short-term investments				20,000				—				(20,000	)			2(f)				—
Cash and investments segregated in compliance with federal regulations				7,757,897				—				—								7,757,897
Receivable from brokers, dealers and clearing organizations				3,837,529				95,993				—								3,933,522
Receivable from clients and correspondents — net				3,439,531				3,458,434				—								6,897,965
Property and equipment — net				28,173				87,722				—								115,895
Goodwill				769,347				763,454				344,588				2(c)				1,877,389
Acquired intangible assets — net				263,426				8,660				675,040				2(c)				947,126
Investments in debt and equity securities				64,583				153,082				—								217,665
Deferred tax assets				—				26,787				(26,787	)			2(c)				—
Other assets				57,495				165,670				23,750				2(e)				246,915
	Total assets		$	16,567,090			$	5,164,329			$	393,050							$	22,124,469
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations			$	4,563,519			$	1,741,426			$	—							$	6,304,945
Payable to clients and correspondents				10,251,193				1,748,318				—								11,999,511
Accounts payable and accrued liabilities				167,187				181,522				15,817				2(c), (d)				364,526
Prepaid variable forward derivative instrument				16,912				—				—								16,912
Prepaid variable forward contract obligation				39,058				—				—								39,058
Long-term debt				—				—				1,900,000				2(e)				1,900,000
Subordinated debt with affiliate				—				30,000				—								30,000
Deferred income taxes				91,082				62,912				234,994				2(c)				388,988
	Total liabilities			15,128,951				3,764,178				2,150,811								21,043,940
Stockholders’ equity:
Common Stock				4,351				3,530				(1,594	)			2(c)				6,287
Additional paid-in capital				1,182,943				1,421,046				670,996				2(c)				1,452,694
												(1,822,291	)			2(f)
Retained earnings				604,872				—				(604,872	)			2(f)				—
Treasury stock, Common, at cost				(383,423	)			—				—								(383,423	)
Deferred compensation				941				—				—								941
Accumulated other comprehensive income/(loss)				28,455				(24,425	)			—								4,030
	Total stockholders’ equity			1,438,139				1,400,151				(1,757,761	)							1,080,529
	Total liabilities and stockholders’ equity		$	16,567,090			$	5,164,329			$	393,050							$	22,124,469

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								Ameritrade										TD				TD Waterhouse					TD														Ameritrade and
				Ameritrade				Canada					Ameritrade					Waterhouse				Reorganization					Waterhouse					Pro Forma									TD Waterhouse
				Historical				Note 2(g)					Adjusted					Historical				Note 2(h)					Adjusted					Adjustments				Reference					Combined
Revenues:
	Commissions and clearing fees			$	560,052			$	(9,553	)			$	550,499				$	681,944			$	(351,424	)			$	330,520				$	—								$	881,019
	Interest revenue				278,550				(905	)				277,645					478,122				(334,741	)				143,381					—									421,026
	Brokerage interest expense				41,861				—					41,861					123,271				(111,053	)				12,218					—									54,079
	Net interest revenue				236,689				(905	)				235,784					354,851				(223,688	)				131,163					—									366,947
	Other				83,372				(63	)				83,309					362,027				(87,804	)				274,223					—									357,532
		Net revenues			880,113				(10,521	)				869,592					1,398,822				(662,916	)				735,906					—									1,605,498
Expenses:
	Employee compensation and benefits				154,792				(1,472	)				153,320					527,229				(261,802	)				265,427					—									418,747
	Clearing and execution costs				30,610				(2,073	)				28,537					104,596				(62,546	)				42,050					—									70,587
	Communications				39,853				(155	)				39,698					57,543				(8,053	)				49,490					—									89,188
	Occupancy and equipment costs				42,353				(246	)				42,107					107,460				(35,697	)				71,763					—									113,870
	Depreciation and amortization				23,224				(9	)				23,215					56,231				(15,369	)				40,862					34,185				2(i)					98,262
	Professional services				27,381				(114	)				27,267					58,294				(29,289	)				29,005					—									56,272
	Interest on borrowings				2,581				(1	)				2,580					1,992				—					1,992					136,393				2(j)					140,965
	Loss on disposal of property				1,166				—					1,166					—				—					—					—									1,166
	Other				16,632				(113	)				16,519					141,169				(66,960	)				74,209					—									90,728
	Advertising				100,364				(1,483	)				98,881					91,293				(15,516	)				75,777					—									174,658
		Total expenses			438,956				(5,666	)				433,290					1,145,807				(495,232	)				650,575					170,578									1,254,443
Income before income taxes and minority interest					441,157				(4,855	)				436,302					253,015				(167,684	)				85,331					(170,578	)								351,055
Provision for income taxes					168,810				(1,667	)				167,143					85,793				(61,534	)				24,259					(66,525	)			2(k)					124,877
Income before minority interest					272,347				(3,188	)				269,159					167,222				(106,150	)				61,072					(104,053	)								226,178
Minority interest					—				—					—					9,150				(9,150	)				—					—									—
Net income				$	272,347			$	(3,188	)			$	269,159				$	158,072			$	(97,000	)			$	61,072				$	(104,053	)							$	226,178
Earnings per share — basic				$	0.65								$	0.64																											$	0.37
Earnings per share — diluted				$	0.64								$	0.63																											$	0.36
Weighted average shares outstanding — basic					417,629									417,629																			193,600				2(l)					611,229
Weighted average shares outstanding — diluted					426,972									426,972																			193,600				2(l)					620,572

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								Ameritrade										TD				TD Waterhouse					TD														Ameritrade and
				Ameritrade				Canada					Ameritrade					Waterhouse				Reorganization					Waterhouse					Pro Forma									TD Waterhouse
				Historical				Note 2(g)					Adjusted					Historical				Note 2(h)					Adjusted					Adjustments				Reference					Combined
Revenues:
	Commissions and clearing fees			$	394,596			$	(7,432	)			$	387,164				$	493,964			$	(280,246	)			$	213,718				$	—								$	600,882
	Interest revenue				366,797				(1,042	)				365,755					503,044				(363,709	)				139,335					—									505,090
	Brokerage interest expense				93,526				—					93,526					162,091				(142,087	)				20,004					—									113,530
	Net interest revenue				273,271				(1,042	)				272,229					340,953				(221,622	)				119,331					—									391,560
	Other				60,973				(214	)				60,759					284,641				(74,962	)				209,679					—									270,438
		Net revenues			728,840				(8,688	)				720,152					1,119,558				(576,830	)				542,728					—									1,262,880
Expenses:
	Employee compensation and benefits				130,811				(1,503	)				129,308					444,310				(230,947	)				213,363					—									342,671
	Clearing and execution costs				20,081				(1,700	)				18,381					93,101				(63,502	)				29,599					—									47,980
	Communications				27,203				(138	)				27,065					38,791				(6,453	)				32,338					—									59,403
	Occupancy and equipment costs				33,018				(319	)				32,699					87,084				(30,602	)				56,482					—									89,181
	Depreciation and amortization				17,543				(44	)				17,499					41,262				(11,882	)				29,380					25,639				2(i)					72,518
	Professional services				26,722				(139	)				26,583					46,932				(26,550	)				20,382					—									46,965
	Interest on borrowings				1,503				(2	)				1,501					1,494				—					1,494					96,357				2(j)					99,352
	Gain on disposal of property				(220	)			—					(220	)				—				—					—					—									(220	)
	Other				13,146				(1,901	)				11,245					88,207				(30,857	)				57,350					—									68,595
	Advertising				72,307				(1,143	)				71,164					79,001				(11,975	)				67,026					—									138,190
		Total expenses			342,114				(6,889	)				335,225					920,182				(412,768	)				507,414					121,996									964,635
Income before income taxes and minority interest					386,726				(1,799	)				384,927					199,376				(164,062	)				35,314					(121,996	)								298,245
Provision for income taxes					148,489				406					148,895					69,240				(60,643	)				8,597					(46,968	)			2(m)					110,524
Income before minority interest					238,237				(2,205	)				236,032					130,136				(103,419	)				26,717					(75,028	)								187,721
Minority interest					—				—					—					6,847				(6,847	)				—					—									—
Net income				$	238,237			$	(2,205	)			$	236,032				$	123,289			$	(96,572	)			$	26,717				$	(75,028	)							$	187,721
Earnings per share — basic				$	0.59								$	0.58																											$	0.31
Earnings per share — diluted				$	0.58								$	0.57																											$	0.31
Weighted average shares outstanding — basic					403,911									403,911																			193,600				2(l)					597,511
Weighted average shares outstanding — diluted					412,250									412,250																			193,600				2(l)					605,850

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1.	Basis of Presentation

Purchase Price
TD Ameritrade common stock issued		$	2,093,978
Cash acquired, net of cash paid			(331,899	)
Acquisition costs			15,817
Total purchase price		$	1,777,896

Preliminary Purchase Price Allocation
Receivable from brokers, dealers, and clearing organizations			$	95,993
Receivable from clients and correspondents, net				3,458,434
Property and equipment, net				87,722
Goodwill				1,108,042
Acquired client relationship intangible asset				683,700
Investments in debt and equity securities				153,082
Other assets				165,670
	Total assets acquired			5,752,643
Payable to brokers, dealers and clearing organizations				(1,741,426	)
Payable to clients and correspondents				(1,748,318	)
Accounts payable and accrued liabilities				(181,522	)
Notes payable				(30,000	)
Deferred income taxes				(297,906	)
	Total liabilities assumed			(3,999,172	)
Other comprehensive loss				24,425
Total purchase price allocated			$	1,777,896

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2.	Pro Forma Adjustments

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			Number of				Percent of
			Shares of				Shares of
Name			Common Stock				Common Stock
Directors and Executive Officers
J. Joe Ricketts(1)				89,318,300				21.9	%
	Chairman and Founder
Joseph H. Moglia(2)				10,811,702				2.6	%
	Chief Executive Officer
John R. MacDonald(3)				761,646				*
	Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
J. Peter Ricketts(4)				10,152,967				2.5	%
	Vice Chairman
Asiff S. Hirji(5)				652,615				*
	Executive Vice President, Chief Operating Officer and Chief Information Officer
Michael J. Bingle(6)				11,466,209				2.8	%
	Director
Dan W. Cook III(7)				2,485				*
	Director
Michael D. Fleisher(8)				46,191				*
	Director
Glenn H. Hutchins(9)				11,501,728				2.8	%
	Director
Mark L. Mitchell(10)				217,354				*
	Director
Thomas S. Ricketts(11)				8,682,450				2.1	%
	Director
All Directors and Executive Officers as a group (17 persons)				125,509,352				29.9	%
Other Stockholders
Entities affiliated with T. Rowe Price Associates, Inc.(12)				23,299,155				5.8	%
	100 East Pratt Street Baltimore, MD 21202
Entities affiliated with Alliance Capital Management L.P.(13)				22,711,454				5.6	%
	1345 Avenue of the Americas, 38th Floor New York, NY 10105
Atticus Capital, L.L.C.(14)				20,481,700				5.1	%
	152 West 57th Street, 45th Floor New York, NY 10019

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			Number of				Percent of
			Shares of				Shares of
Name			Common Stock				Common Stock
Entities affiliated with TA Associates, Inc.(15)				18,967,767				4.7	%
	125 High Street, Suite 2500 Boston, MA 02110
Entities affiliated with Silver Lake Partners, L.P.(16)				11,466,209				2.8	%
	2725 Sand Hill Road, Building C Suite 150 Menlo Park, CA 94025
Ricketts Grandchildren Trust(17)				19,008,000				4.7	%

	*	Less than one percent of the issued and outstanding shares.

(1)	Shares of common stock beneficially owned by Mr. Ricketts consist of 67,609,988 shares held jointly with Marlene M. Ricketts, his spouse, in brokerage margin accounts; 8,186,112 shares held by the Marlene M. Ricketts 1994 Dynasty Trust, over which Mr. Ricketts has sole voting and dispositive power; 8,186,688 shares held by the J. Joe Ricketts 1996 Dynasty Trust, over which Mrs. Ricketts has sole voting and dispositive power; 2,475,000 shares owned by Mr. Ricketts individually but pledged as collateral; 332,352 shares held in the J. Ricketts IRA; 332,352 shares held in the M. Ricketts IRA; 5,153 shares held in Mr. Ricketts’ 401(k) account; and 2,190,655 shares issuable upon the exercise of options exercisable within 60 days.
(2)	Consists of 651,400 shares held by Mr. Moglia individually in a brokerage margin account; 140,000 shares held in trust for the benefit of Mr. Moglia’s family; 4,357 shares held in Mr. Moglia’s 401(k) account; and 10,015,945 shares issuable upon the exercise of options exercisable within 60 days.
(3)	Consists of 53,005 shares held by Mr. MacDonald individually in IRA accounts; 7,902 shares held jointly with Mr. MacDonald’s spouse in a brokerage margin account; 3,638 shares held by Mr. MacDonald’s spouse individually in an IRA account; 12,846 shares held in Mr. MacDonald’s 401(k) account; 574,745 shares issuable upon the exercise of options exercisable within 60 days; and 109,510 shares held for the benefit of Mr. MacDonald in a deferred compensation account under Ameritrade’s Executive Deferred Compensation Program.
(4)	Consists of 949,087 shares held by Mr. Ricketts individually in a brokerage margin account; 200,410 shares held jointly with Mr. Ricketts’ spouse in a brokerage margin account; 19,950 shares held in trusts for the benefit of Mr. Ricketts’ children; 15,650 shares in the Ricketts/ Shore 2003 Gift Trust; 70,066 shares in Mr. Ricketts’ 401(k) account; 534,738 shares issuable upon the exercise of options exercisable within 60 days; 464,624 shares in the Marlene Ricketts Trust for the benefit of J. Peter Ricketts over which Mr. Ricketts has sole voting and dispositive power; and 7,898,442 shares in the Marlene Ricketts Annuity Trust 2002 #1, Marlene Ricketts Annuity Trust 2003 #1, Marlene Ricketts Annuity Trust 2004 #1 and Marlene Ricketts Annuity Trust 2004 #2 over which Mr. Ricketts has shared voting and dispositive power.
(5)	Consists of 26,212 shares held for the benefit of Mr. Hirji in a deferred compensation account under Ameritrade’s Executive Deferred Compensation Program; 1,403 shares held in Mr. Hirji’s 401(k) account; and 625,000 shares issuable upon the exercise of options exercisable within 60 days.
(6)	Consists of 11,466,209 shares owned by Silver Lake Partners, L.P. and its affiliated entities (see footnote 16 below). Mr. Bingle is a Managing Director of Silver Lake Technology Associates, L.L.C. and Silver Lake Technology Management, L.L.C. Mr. Bingle disclaims beneficial ownership of all shares owned by Silver Lake Partners, L.P. and its affiliated entities, except to the extent of his pecuniary interest therein.
(7)	Consists of 710 shares held by Mr. Cook individually and 1,775 shares of restricted stock.
(8)	Consists of 4,000 shares held by Mr. Fleisher individually; 2,000 shares of restricted stock; 20,000 shares issuable upon the exercise of options exercisable within 60 days; and 20,191 stock units held in a deferred compensation account for Mr. Fleisher.

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(9)

Consists of 13,519 shares held by Mr. Hutchins individually; 2,000 shares of restricted stock; 20,000 shares issuable upon the exercise of options exercisable within 60 days; and 11,466,209 shares owned by Silver Lake Partners, L.P. and its affiliated entities (see footnote 16 below). Mr. Hutchins is a Managing Member and officer of the General Partner of Silver Lake Partners, L.P. The shares held individually, restricted shares and shares issuable upon exercise of stock options were awarded to Mr. Hutchins in his capacity as a Director of Ameritrade. Under Silver Lake Partners’ arrangements with respect to director compensation, any proceeds from these shares are to be assigned to Silver Lake Technology Management, L.L.C. As a result, Mr. Hutchins disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. Mr. Hutchins disclaims beneficial ownership of all shares owned by Silver Lake Partners, L.P. and its affiliated entities, except to the extent of his pecuniary interest therein.

(10)	Includes 127,667 shares held by Mr. Mitchell individually in a brokerage margin account; 29,816 shares held by Mr. Mitchell in IRA accounts; 2,000 shares of restricted stock; 45,692 shares issuable upon the exercise of options exercisable within 60 days; and 12,179 shares in the Janet T. Mitchell IRA, over which Mr. Mitchell has shared voting and dispositive power.
(11)	Consists of 268,099 shares held by Mr. Ricketts jointly with his spouse in a brokerage margin account; 2,000 shares of restricted stock; 2,685 stock units held in a deferred compensation account for Mr. Ricketts; 20,000 shares issuable upon the exercise of options exercisable within 60 days; 26,600 shares held in trusts for the benefit of Mr. Ricketts’ children; 464,624 shares held in the Marlene Ricketts Trust for the benefit of Thomas S. Ricketts over which Mr. Ricketts has sole voting and dispositive power; and 7,898,442 shares in the Marlene Ricketts Annuity Trust 2002 #1, Marlene Ricketts Annuity Trust 2003 #1, Marlene Ricketts Annuity Trust 2004 #1 and Marlene Ricketts Annuity Trust 2004 #2 over which Mr. Ricketts has shared voting and dispositive power.
(12)	Based on Form 13F filed on August 15, 2005 for the quarter ended June 30, 2005 by T. Rowe Price Associates, Inc. T. Rowe Price Associates, Inc. claimed sole voting authority with respect to 5,592,655 and no voting authority with respect to 17,706,500 shares.
(13)	Based on Form 13F filed on August 10, 2005 for the quarter ended June 30, 2005 by AXA on behalf of Alliance Capital Management L.P. and affiliated funds. Alliance Capital Management L.P. and affiliated funds claimed sole voting authority with respect to 19,545,041 shares, shared voting authority with respect to 156,960 shares and no voting authority with respect to 3,009,453 shares.
(14)	Based on Schedule 13G filed July 25, 2005 by Atticus Capital, L.L.C. and Timothy R. Barakett. Atticus Capital L.L.C. claimed sole voting authority and Timothy R. Barakett claimed shared voting authority with respect to these shares.
(15)	Represents shares owned by a group of investment funds affiliated with TA Associates, including (i) 12,019,137 shares owned by TA IX, L.P.; (ii) 4,408,658 shares owned by TA/Advent VIII, L.P.; (iii) 1,637,297 shares owned by TA Atlantic & Pacific IV, L.P.; (iv) 450,800 shares owned by Advent Atlantic & Pacific III, L.P.; (v) 360,354 shares owned by TA Investors, LLC; and (vi) 91,521 shares owned by TA Executives Fund, LLC.
(16)	Represents shares owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake Technology Investors, L.L.C.
(17)	The trustee of the Ricketts Grandchildren Trust is First National Bank of Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska, 68102.

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Ameritrade Filings With the SEC
(File No. 001-31251)		Filing Date(s)
Annual Report on Form 10-K		December 9, 2004
Quarterly Reports on Form 10-Q		February 8, 2005 May 2, 2005 July 22, 2005
Current Reports on Form 8-K		December 10, 2004 December 16, 2004 December 16, 2004 December 17, 2004 March 4, 2005 May 13, 2005 May 18, 2005 June 22, 2005 June 28, 2005 July 12, 2005 August 4, 2005 August 9, 2005 August 31, 2005 September 2, 2005 September 12, 2005

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				Page
ARTICLE I The Purchase and Sale
SECTION 1.1.		General			A-2
SECTION 1.2.		Share Exchange			A-2
SECTION 1.3.		Closing Date Capital Adjustment			A-2
ARTICLE II Closing Procedures
SECTION 2.1.		Closing			A-5
SECTION 2.2.		Deliverables			A-5
ARTICLE III Representations and Warranties of TD
SECTION 3.1.		Organization, Good Standing and Qualification			A-6
SECTION 3.2.		Capitalization; Voting Rights			A-6
SECTION 3.3.		Subsidiaries			A-6
SECTION 3.4.		Authorization; Binding Obligations			A-7
SECTION 3.5.		No Conflict			A-7
SECTION 3.6.		Financial Statements			A-8
SECTION 3.7.		Information Supplied			A-10
SECTION 3.8.		Certain Agreements			A-10
SECTION 3.9.		Changes			A-11
SECTION 3.10.		Title to Properties and Assets; Liens, Condition, Etc			A-11
SECTION 3.11.		Intellectual Property			A-12
SECTION 3.12.		Compliance with Laws and Other Instruments; Consents and Approvals			A-13
SECTION 3.13.		Litigation			A-15
SECTION 3.14.		Tax Matters			A-15
SECTION 3.15.		Benefit Plans			A-16
SECTION 3.16.		Agreements with Regulators			A-18
SECTION 3.17.		Undisclosed Liabilities			A-18
SECTION 3.18.		Environmental Liability			A-18
SECTION 3.19.		Transactions with Affiliates			A-19
SECTION 3.20.		No Broker or Finders			A-19
SECTION 3.21.		Insurance			A-19
SECTION 3.22.		Accounting Controls			A-20
SECTION 3.23.		Interest Rate Risk Management Instruments			A-20
SECTION 3.24.		Labor and Employment Matters			A-20
ARTICLE IV Representations and Warranties of Ameritrade
SECTION 4.1.		Organization, Good Standing and Qualification			A-21
SECTION 4.2.		Capitalization; Voting Rights			A-21
SECTION 4.3.		Subsidiaries			A-22
SECTION 4.4.		Authorization; Binding Obligations			A-22

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				Page
SECTION 4.5.		No Conflict			A-23
SECTION 4.6.		Financial Statements			A-24
SECTION 4.7.		SEC Documents			A-24
SECTION 4.8.		Information Supplied			A-25
SECTION 4.9.		Certain Agreements			A-25
SECTION 4.10.		Changes			A-26
SECTION 4.11.		Title to Properties and Assets; Liens, Condition, Etc			A-27
SECTION 4.12.		Intellectual Property			A-27
SECTION 4.13.		Compliance with Laws and Other Instruments; Consents and Approvals			A-28
SECTION 4.14.		Litigation			A-30
SECTION 4.15.		Tax Matters			A-30
SECTION 4.16.		Benefit Plans			A-31
SECTION 4.17.		Agreements with Regulators			A-32
SECTION 4.18.		Undisclosed Liabilities			A-33
SECTION 4.19.		Environmental Liability			A-33
SECTION 4.20.		Transactions with Affiliates			A-33
SECTION 4.21.		No Broker or Finders			A-34
SECTION 4.22.		Vote Required			A-34
SECTION 4.23.		Insurance			A-34
SECTION 4.24.		Accounting Controls			A-34
SECTION 4.25.		Interest Rate Risk Management Instruments			A-35
SECTION 4.26.		Labor and Employment Matters			A-35
ARTICLE V Covenants
SECTION 5.1.		Conduct of Business of Waterhouse Prior to the Closing			A-35
SECTION 5.2.		Conduct of Business of Ameritrade Prior to the Closing			A-38
SECTION 5.3.		Ameritrade Stockholders’ Meeting			A-41
SECTION 5.4.		No Solicitations			A-42
SECTION 5.5.		Legal Conditions			A-44
SECTION 5.6.		Employee Benefit Plans			A-46
SECTION 5.7.		Intercompany Matters			A-49
SECTION 5.8.		Financing and Other Actions for Special Dividend			A-49
SECTION 5.9.		Fees and Expenses			A-49
SECTION 5.10.		Notification of Certain Matters			A-49
SECTION 5.11.		Preparation of the SEC Proxy Statement			A-50
SECTION 5.12.		Access to Information			A-50
SECTION 5.13.		Governance of Ameritrade			A-51
SECTION 5.14.		Reorganization			A-51
SECTION 5.15.		Completion of Ameritrade Canada Transaction			A-52
SECTION 5.16.		Tax Matters			A-52
SECTION 5.17.		Sweep Account Services			A-53
SECTION 5.18.		No Solicitations by TD			A-53
SECTION 5.19.		Waterhouse 2004 Audited Financials			A-53
SECTION 5.20.		Outsourcing Agreement; Website Matters			A-54

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				Page
SECTION 5.21.		Canadian Call Centre			A-54
SECTION 5.22.		Ameritrade Bank			A-55
SECTION 5.23.		Available Capital			A-55
SECTION 5.24.		Accounting Adjustment			A-55
SECTION 5.25.		Indemnification of Directors and Officers			A-55
ARTICLE VI Conditions to Closing
SECTION 6.1.		Conditions to Each Party’s Obligations			A-55
SECTION 6.2.		Conditions to Obligation of Ameritrade			A-56
SECTION 6.3.		Conditions to Obligation of TD			A-57
ARTICLE VII Termination; Amendment; Waiver
SECTION 7.1.		Termination			A-57
SECTION 7.2.		Effect of Termination			A-59
SECTION 7.3.		Amendment			A-60
SECTION 7.4.		Extension; Waiver			A-60
ARTICLE VIII Indemnification
SECTION 8.1.		Survival			A-60
SECTION 8.2.		Indemnification by TD			A-60
SECTION 8.3.		Indemnification by Ameritrade			A-61
SECTION 8.4.		Indemnification Procedures			A-62
SECTION 8.5.		General			A-64
ARTICLE IX Miscellaneous
SECTION 9.1.		Other Definitions			A-64
SECTION 9.2.		Governing Law; Consent to Jurisdiction; Waiver of Jury Trial			A-68
SECTION 9.3.		Successors and Assigns; Third Party Beneficiaries			A-68
SECTION 9.4.		Interpretation			A-69
SECTION 9.5.		Counterparts			A-69
SECTION 9.6.		Entire Agreement			A-69
SECTION 9.7.		Severability			A-69
SECTION 9.8.		Other Remedies; Specific Performance			A-69
SECTION 9.9.		Notices			A-69
SECTION 9.10.		Publicity			A-70

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		Page
Acquisition			A-59
Acquisition Proposal			A-42
Additional Proposals			A-41
Additional Votes			A-41
Advisers Act			A-64
Affected Employees			A-46
Affiliate			A-65
Aggregate Debits			A-65
Agreement			A-1
Ameritrade			A-1
Ameritrade 401k Plan			A-48
Ameritrade Benefit Plans			A-31
Ameritrade Canada			A-1
Ameritrade Canada Purchase Agreement			A-1
Ameritrade Canadian Damages			A-61
Ameritrade Closing Date Balance Sheet			A-3
Ameritrade Disclosure Schedule			A-3
Ameritrade Facilities			A-27
Ameritrade Filings			A-28
Ameritrade International Benefit Plan			A-32
Ameritrade Leases			A-27
Ameritrade Permits			A-28
Ameritrade Pre-Closing Taxes			A-65
Ameritrade Preferred Stock			A-21
Ameritrade Recommendation			A-41
Ameritrade Required Votes			A-34
Ameritrade Restated Bylaws			A-65
Ameritrade Restated Charter			A-65
Ameritrade SEC Documents			A-24
Ameritrade Stock Issuance			A-65
Ameritrade Stock Option Plans			A-21
Ameritrade Stockholders’ Meeting			A-10
Antitrust Laws			A-45
Banking Services			A-54
Benefit Plans			A-16
Business Day			A-65
Business Subsidiaries			A-65
Calculations			A-3
Canadian GAAP			A-65
Capital Markets Financial Statements			A-9
Cash Consideration			A-2
CCC			A-54
CCC Employees			A-54

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		Page
Change in Ameritrade Recommendation			A-41
Claim Notice			A-62
Closing			A-5
Closing Date			A-5
Closing Date Balance Sheets			A-3
Closing Date Net Tangible Book Value			A-65
Code			A-16
Common Stock			A-1
Competition Filings			A-44
Confidentiality Agreement			A-43
control			A-65
CPA Firm			A-3
Damages			A-61
De Minimis Claim			A-61
DGCL			A-23
Divesture			A-45
Encumbrance			A-65
Environmental Laws			A-18
ERISA			A-16
ERISA Affiliate			A-16
Exchange Act			A-65
Exchange Consideration			A-2
Excluded Subsidiaries			A-65
Executive Officers			A-42
Existing Stockholders Agreement			A-23
FDIC			A-65
Fed Funds Rate			A-4
Final Statement			A-4
Focus Report			A-65
GAAP			A-65
Governmental Authority			A-8
Group			A-65
Hazardous Materials			A-19
HSR Act			A-8
Indemnified Ameritrade Entities			A-60
Indemnified Entity			A-62
Indemnified TD Entities			A-61
Indemnifying Party			A-62
Injunction			A-56
Intellectual Property			A-12
Investment Company Act			A-66
knowledge			A-66
Litigation			A-15
Master Services Agreement			A-49

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		Page
Material Adverse Effect			A-66
Money Market Deposit Account Agreement			A-1
MZ Agreement			A-21
NASD			A-66
NASDAQ			A-66
Net Capital Rule			A-66
NISC Financial Statements			A-9
NYSE			A-66
Original Services Agreement			A-54
Other Assets			A-51
Ownership Percentage			A-66
Person			A-66
Post Tender Ownership Percentage			A-66
Pre-Closing Tax Period			A-52
R Parties			A-1
Registration Rights Agreement			A-1
Reorganization			A-1
Reorganization Gain Amount			A-51
Reorganization Report			A-51
Reorganization Tax Liability			A-51
Representatives			A-42
Requisite Regulatory Approvals			A-56
Returns			A-15
Sarbanes-Oxley Act			A-66
SEC			A-66
SEC Proxy Statement			A-8
Securities Act			A-66
Services Agreement			A-1
Share Purchase			A-1
Significant Subsidiaries			A-42
SLP Parties			A-1
Special Committee			A-66
Special Dividend			A-38
Special Dividend Indebtedness			A-67
Stockholders Agreement			A-1
Straddle Period			A-52
Subsidiary			A-67
Superior Proposal			A-43
TA Parties			A-1
Targeted Closing Date Net Tangible Book Value			A-67
Targeted Net Capital			A-67
Tax			A-67
Tax Arbitrator			A-53
Tax Notice			A-52

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		Page
Taxing Authority			A-67
TD			A-1
TD Acquisition Proposal			A-53
TD Canadian Damages			A-62
TD Disclosure Schedule			A-2
TD Objection			A-3
Tender Offer			A-2
Termination Payment			A-59
Third Party			A-63
Third Party Approval			A-8
Threshold			A-61
Trademark License Agreement			A-1
Transaction Agreements			A-67
Transaction Expenses			A-59
Transfer Taxes			A-53
Transition Period			A-46
Triggering Event			A-58
Valuation Report			A-51
Violation			A-7
Voting Agreement			A-1
Voting Debt			A-6
WARN			A-48
Waterhouse			A-1
Waterhouse 2003 Financial Statements			A-8
Waterhouse 2004 Financial Statements			A-9
Waterhouse 2005 and 2006 Bonus Program			A-47
Waterhouse 401k Plan			A-47
Waterhouse Benefit Plans			A-16
Waterhouse Business Financial Statements			A-9
Waterhouse Canada			A-1
Waterhouse Closing Date Balance Sheet			A-2
Waterhouse Common Stock			A-67
Waterhouse Facilities			A-12
Waterhouse Filings			A-13
Waterhouse Financial Statements			A-9
Waterhouse International Benefit Plan			A-17
Waterhouse Investor Services Financial Statements			A-9
Waterhouse Leases			A-12
Waterhouse Permits			A-13
Waterhouse Pre-Closing Taxes			A-68
Waterhouse Quarterly Financial Statements			A-9

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		Page
Waterhouse Severance Plan			A-68
Waterhouse Tangible Net Worth			A-68

Exhibit A — Stockholders Agreement
Exhibit B — Amended and Restated Registration Rights Agreement
Exhibit C — Voting Agreement
Exhibit D — Ameritrade Canada Purchase Agreement
Exhibit E — Form of Trademark License Agreement
Exhibit F — Form of Amended and Restated Bylaws of TD Ameritrade Holding Corporation
Exhibit G — Form of Amended and Restated Certificate of Incorporation of Ameritrade Holding Corporation
Exhibit H — Form of Money Market Deposit Account Agreement
Exhibit I — Form of Services Agreement

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(i) for Waterhouse and the Business Subsidiaries, a consolidated balance sheet as of the Closing Date (the “Waterhouse Closing Date Balance Sheet”). The Waterhouse Closing Date Balance Sheet shall (A) be prepared in accordance with GAAP (subject to the exceptions described below and in Section 1.3(a)(i)(A) of the disclosure schedule delivered by TD to Ameritrade concurrently with the execution and delivery of this Agreement (the “TD Disclosure Schedule”)), applied on a basis consistent with the preparation of the Waterhouse 2004 Financial Statements, (B) reflect the Reorganization, (C) reflect the accruals set forth in Section 1.3(a)(i)(C) of the TD Disclosure Schedule and (D) be accompanied by a statement showing Waterhouse’s Closing Date Net Tangible Book Value and Targeted Closing Date Net Tangible Book Value, in each case based on the Waterhouse Closing Date Balance Sheet. TD will assist and cooperate with Ameritrade in the preparation of the Waterhouse Closing Date Balance Sheet, including by providing Ameritrade with

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	reasonable access to any relevant personnel, books and records related to Waterhouse and the Business Subsidiaries that are in TD’s possession.
	(ii) for Ameritrade and its Subsidiaries, a consolidated balance sheet as of the Closing Date (the “Ameritrade Closing Date Balance Sheet” and, together with the Waterhouse Closing Date Balance Sheet, the “Closing Date Balance Sheets”). The Ameritrade Closing Date Balance Sheet shall (A) be prepared in accordance with GAAP (subject to the exceptions described below and in Section 1.3(a)(ii)(A) of the disclosure schedule delivered by Ameritrade to TD concurrently with the execution and delivery of this Agreement (the “Ameritrade Disclosure Schedule”)), applied on a basis consistent with the preparation of the most recent audited financial statements of Ameritrade included in the Ameritrade SEC Documents filed with the SEC prior to the date of this Agreement, (B) reflect the payment or accrual of any Special Dividend (including any Special Dividend with a record date prior to the Closing that will be paid following the Closing) up to an amount equal to the product of $1.00 and the aggregate number of shares of Common Stock actually outstanding as of the record date of any such Special Dividend (and not reflect the payment of any portion of the Special Dividend in excess of such amount), (C) not reflect any Special Dividend Indebtedness (or any proceeds received therefrom), except to the extent such Special Dividend Indebtedness exceeds an amount equal to the product of $4.00 and the aggregate number of shares of Common Stock actually outstanding as of the record date of the Special Dividend, in which case the amount of such excess shall be reflected (but such amount shall in no event duplicate any accrual already reflected in (B) above), (D) reflect the adjustments set forth on Section 1.3(a)(ii)(D) of the Ameritrade Disclosure Schedule and (E) be accompanied by a statement showing Ameritrade’s Closing Date Net Tangible Book Value and Targeted Closing Date Net Tangible Book Value, in each case based on the Ameritrade Closing Date Balance Sheet. The calculations of Ameritrade’s and Waterhouse’s respective Closing Date Net Tangible Book Values and Targeted Closing Date Net Tangible Book Values which accompany the Closing Date Balance Sheets are referred to collectively herein as the “Calculations.”

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	(i) certificates, registered in such name or names as TD may reasonably request, evidencing the shares of Common Stock to be issued to TD at the Closing, free and clear of any Encumbrances;
	(ii) the Cash Consideration;
	(iii) the certificates contemplated by Section 6.3; and
	(iv) all other documents required to be delivered by Ameritrade on or prior to the Closing Date pursuant to this Agreement, including the Money Market Deposit Account Agreement and the Services Agreement.

	(i) the stock certificates representing all the issued and outstanding shares of Waterhouse Common Stock, with appropriate stock powers duly endorsed in blank or accompanied by other duly executed instruments of transfer, and with all required stock transfer tax stamps affixed thereto and cancelled, free and clear of all Encumbrances;
	(ii) the certificates contemplated by Section 6.2; and

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	(iii) all other documents required to be delivered by TD on or prior to the Closing Date pursuant to this Agreement, including the Money Market Deposit Account Agreement and the Services Agreement.

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	(i) the audited consolidated balance sheet, statement of income, statement of retained earnings and statement of cash flow for Waterhouse as of October 31, 2003 and for the fiscal year then ended (the “Waterhouse 2003 Financial Statements”);

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	(ii) the unaudited consolidated balance sheet and statement of income for Waterhouse (excluding Waterhouse Canada) as of October 31, 2004 and for the fiscal year then ended (the “Waterhouse 2004 Financial Statements”);
	(iii) the audited balance sheets, statements of income, statements of retained earnings and statements of cash flow for National Investor Services Corp. as of October 31, 2003 and October 31, 2004 and for the fiscal years then ended (the “NISC Financial Statements”);
	(iv) the audited balance sheets, statements of income, statements of retained earnings and statements of cash flow for TD Waterhouse Investor Services, Inc. as of October 31, 2003 and October 31, 2004 and for the fiscal years then ended (the “Waterhouse Investor Services Financial Statements”);
	(v) the audited balance sheets, statements of income, statements of retained earnings and statements of cash flow for TD Waterhouse Capital Markets, Inc. as of October 31, 2003 and October 31, 2004 and for the fiscal years then ended (the “Capital Markets Financial Statements”);
	(vi) the unaudited consolidated statements of income for Waterhouse and the Business Subsidiaries (excluding all Excluded Subsidiaries) for each of the six calendar quarters beginning with the calendar quarter ended December 31, 2003 through the calendar quarter ended March 31, 2005 (the “Waterhouse Quarterly Financial Statements”); and
	(vii) the unaudited consolidated statement of income for Waterhouse and the Business Subsidiaries (excluding all Excluded Subsidiaries) as of April 30, 2005 and for the 12 months then ended and the unaudited consolidated balance sheet for Waterhouse and the Business Subsidiaries (excluding all Excluded Subsidiaries) as of April 30, 2005 (the “Waterhouse Business Financial Statements” and together with the financial statements described in clauses (i) through (vi) above, the “Waterhouse Financial Statements”).

	(ii) The Waterhouse 2003 Financial Statements fairly present in all material respects the consolidated financial condition and the results of operations of Waterhouse and its consolidated Subsidiaries as the dates and for the period presented.
	(iii) The Waterhouse 2004 Financial Statements fairly present in all material respects the consolidated financial condition and the results of operations of Waterhouse and its consolidated Subsidiaries (excluding Waterhouse Canada) as of the dates and for the period presented, except that the Waterhouse 2004 Financial Statements do not include a statement of retained earnings or a statement of cash flow.
	(iv) The NISC Financial Statements, the Waterhouse Investor Services Financial Statements and the Capital Markets Financial Statements fairly present in all material respects the financial condition and the results of operations of the applicable Business Subsidiary as the dates and for the period presented.
	(v) The unaudited statements of income for Waterhouse included in the Waterhouse Quarterly Financial Statements fairly present in all material respects the results of operations of Waterhouse and the Business Subsidiaries (excluding all Excluded Subsidiaries) for the applicable periods presented, except that the Waterhouse Quarterly Financial Statements do not include a statement of retained earnings or a statement of cash flow.
	(vi) The Waterhouse Business Financial Statements fairly present in all material respects the consolidated financial condition and the results of operations of Waterhouse and the Business Subsidiaries (excluding all Excluded Subsidiaries) for the applicable periods presented, except that

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	the Waterhouse Business Financial Statements do not include a statement of retained earnings or a statement of cash flow.

	(i) consulting agreements not terminable on notice of three months or less and involving the payment of more than $50,000 per annum;
	(ii) agreements with any employee at the level of senior vice president or above of Waterhouse or any of the Business Subsidiaries (A) providing any term of employment, (B) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Waterhouse of the nature contemplated by this Agreement (either alone or in connection with a termination of employment), or (C) providing severance benefits;
	(iii) contracts and other agreements for the sale or lease (other than where Waterhouse or any of the Business Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to any Person (other than to Waterhouse or any of the Business Subsidiaries) of any preferential rights to purchase any assets or properties;
	(iv) contracts and other agreements relating to the acquisition by Waterhouse or any of the Business Subsidiaries of any operating business or entity or any interest therein (other than acquisitions of securities for the account of or for sale to customers in the ordinary course of business);
	(v) material contracts and other agreements evidencing outstanding loans to, or guaranteeing any loans on behalf of, any employee or consultant of Waterhouse or any of the Business Subsidiaries (other than routine expense advances consistent with past practice and other than margin loans extended in the ordinary course of business consistent with past practice);
	(vi) contracts or other agreements under which Waterhouse or any of the Business Subsidiaries agrees to indemnify any party, other than in the ordinary course of business consistent with past practice, or to share a Tax liability of any party;
	(vii) (A) contracts and other agreements containing covenants restricting Waterhouse or any of the Business Subsidiaries from competing in any line of business or with any Person in any geographic area or requiring Waterhouse or any of the Business Subsidiaries to engage in any line of business or binding Waterhouse or any of the Business Subsidiaries to any exclusive business arrangements or licenses, or which require the referral of any business or business opportunity or require Waterhouse

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	or any of the Business Subsidiaries to make available business opportunities or products or services on a priority, equal or exclusive basis (including any “preferred provider” type contracts or other agreements for products and services offered by Waterhouse and the Business Subsidiaries to their customers) and (B) any agreements of such types that could apply to Ameritrade or any of its Affiliates after the Closing by reason of the Share Purchase and the consummation of the other transactions contemplated hereby and by the Transaction Agreements;
	(viii) any material contracts or other agreements under which Waterhouse or any of the Business Subsidiaries have outsourced, or have agreed to outsource, any of their products, services or employees;
	(ix) any material Intellectual Property licenses (as defined in Section 3.11(a)) to or from any Third Parties, and any joint development agreements;
	(x) any contracts or agreements governing joint ventures between Waterhouse or any Business Subsidiary and a third party;
	(xi) contracts or other agreements (other than contracts or other agreements in the ordinary course of business) relating to the borrowing of money by Waterhouse or any of the Business Subsidiaries, or the direct or indirect guaranty by Waterhouse or any of the Business Subsidiaries of any obligation for, or an agreement by Waterhouse or any of the Business Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Waterhouse or any of the Business Subsidiaries in respect of indebtedness of any other Person; and
	(xii) any other material contract or other agreement whether or not made in the ordinary course of business, including any contract that would be required to be filed by Waterhouse pursuant to Item 601(b)(10) of Regulation S-K of the SEC were it subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act.

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	(i) consulting agreements not terminable on notice of three months or less and involving the payment of more than $50,000 per annum;
	(ii) agreements with any employee at the level of senior vice president or above of Ameritrade or any of its Subsidiaries (A) providing any term of employment, (B) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Ameritrade of the nature contemplated by this Agreement (either alone or in connection with a termination of employment), or (C) providing severance benefits;
	(iii) contracts and other agreements for the sale or lease (other than where Ameritrade or any of its Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to any Person (other than to Ameritrade or any of its Subsidiaries) of any preferential rights to purchase any assets or properties;
	(iv) contracts and other agreements relating to the acquisition by Ameritrade or any of its Subsidiaries of any operating business or entity or any interest therein (other than acquisitions of securities for the account of or for sale to customers in the ordinary course of business);
	(v) material contracts and other agreements evidencing outstanding loans to, or guaranteeing any loans on behalf of, any employee or consultant of Ameritrade or any of its Subsidiaries (other than routine expense advances consistent with past practice and other than margin loans extended in the ordinary course of business consistent with past practice);
	(vi) contracts or other agreements under which Ameritrade or any of its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business consistent with past practice, or to share a Tax liability of any party;
	(vii) (A) contracts and other agreements containing covenants restricting Ameritrade or any of its Subsidiaries from competing in any line of business or with any Person in any geographic area or requiring Ameritrade or any of its Subsidiaries to engage in any line of business or binding Ameritrade or any of its Subsidiaries to any exclusive business arrangements or licenses, or which require the referral of any business or business opportunity or require Ameritrade or any of its Subsidiaries to make available business opportunities or products or services on a priority, equal or

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	exclusive basis (including any “preferred provider” type contracts or other agreements for products and services offered by Ameritrade and its Subsidiaries to their customers) and (B) any agreements of such types that could apply to TD or any of its Affiliates after the Closing by reason of the Share Purchase and the consummation of the other transactions contemplated hereby and by the Transaction Agreements;
	(viii) any material contracts or other agreements under which Ameritrade or any of its Subsidiaries have outsourced, or have agreed to outsource, any of their products, services or employees;
	(ix) any material Intellectual Property licenses to or from any third parties, and any joint development agreements;
	(x) any contracts or agreements governing joint ventures between Ameritrade or any of its Subsidiaries and a third party;
	(xi) contracts or other agreements (other than contracts or other agreements in the ordinary course of business) relating to the borrowing of money by Ameritrade or any of its Subsidiaries, or the direct or indirect guaranty by Ameritrade or any of its Subsidiaries of any obligation for, or an agreement by Ameritrade or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Ameritrade or any of its Subsidiaries in respect of indebtedness of any other Person; and
	(xii) any other material contract or other agreement whether or not made in the ordinary course of business, including any contract required to be filed by Ameritrade pursuant to Item 601(b)(10) of Regulation S-K of the SEC.

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	(i) Ameritrade has not materially breached its obligations under the second sentence of Section 5.4(c);
	(ii) Ameritrade’s Board of Directors, after consultation with its outside counsel and acting upon the recommendation of the Special Committee, determines in good faith that failure to take such action would be inconsistent with its fiduciary duties under applicable law; and

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(iii) Ameritrade (A) has received, on or after the date of this Agreement, a bona fide written Acquisition Proposal, not solicited in material violation of Section 5.4(a), from a third party which Ameritrade’s Board of Directors (acting upon the recommendation of the Special Committee) concludes in good faith constitutes a Superior Proposal (as defined below) after giving effect to all of the adjustments which may be offered by TD pursuant to clause (C) below, (B) has notified TD, at least five Business Days in advance, of its intention to effect a Change in Ameritrade Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to TD a copy of the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and all other material documents relating to such Superior Proposal and (C) during the period of not less than five Business Days following Ameritrade’s delivery of the notice referred to in clause (B) above and prior to effecting such a Change in Ameritrade Recommendation, has negotiated, and has used all reasonable efforts to cause its financial and legal advisors to negotiate, with TD in good faith (to the extent that TD desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal.

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	(i) if this Agreement is terminated by TD pursuant to Section 7.1(f)(i), then Ameritrade shall pay the entire Termination Payment on the second Business Day following such termination; and
	(ii) if this Agreement is terminated (A) by either Ameritrade or TD pursuant to Section 7.1(g), or (B) by TD pursuant to Section 7.1(f)(ii) and in either such case an Acquisition Proposal with respect to Ameritrade shall have been publicly announced or otherwise communicated or disclosed to the Board of Directors or one or more of the Executive Officers of Ameritrade (or any Person shall have publicly announced or otherwise so communicated, disclosed or reiterated an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Ameritrade Stockholders’ Meeting then (x) Ameritrade shall reimburse TD for its documented out-of-pocket transaction expenses, not to exceed $7,500,000 (“Transaction Expenses”) on or before the second Business Day following such termination, and (y) if within 12 months after such termination Ameritrade or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition, then Ameritrade shall pay the Termination Payment, less the Transaction Expenses previously paid, on the date of such execution or consummation.

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	(i) only if the amount of Damages with respect to such claim exceeds $100,000 (any claim involving Damages equal to or less than such amount being referred to as a “De Minimis Claim”);
	(ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified Ameritrade Entities (without duplication), with respect to all claims for indemnification pursuant to Section 8.2(a)(iii) (other than De Minimis Claims) plus any aggregate Damages to all Indemnified Ameritrade Entities as defined in the Ameritrade Canada Purchase Agreement (without duplication) with respect to all claims by Ameritrade Indemnified Entities claims for indemnification for breaches of representations and warranties of TD (and for TD Waterhouse Canada Inc.) contained in the Ameritrade Canada Purchase Agreement in accordance with the terms of the Ameritrade Canada Purchase Agreement (other than De Minimis Claims as defined in the Ameritrade Canada Purchase Agreement) (“Ameritrade Canadian Damages”), exceed $24,000,000 (the “Threshold”), whereupon TD shall be obligated to pay in full all amounts but only to the extent such aggregate Damages are in excess of $15,000,000; provided that the Indemnified Ameritrade Entities shall not be entitled to indemnification pursuant to Section 8.2(a)(iii) for aggregate Damages (including all Ameritrade Canadian Damages) in excess of $600,000,000; and
	(iii) only with respect to Claim Notices received on or before the date that is one year after the Closing Date (or, with respect to any such Claims relating to a breach of Section 3.14, received on or before the date that is 30 days following the expiration of the applicable statute of limitations).

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	(i) only with respect to claims which do not constitute De Minimis Claims;
	(ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified TD Entities (without duplication), with respect to all claims for indemnification pursuant to Section 8.3(a)(i) (other than De Minimis Claims) plus any aggregate Damages to all Indemnified TD Entities as defined in the Ameritrade Canada Purchase Agreement (without duplication) with respect to all claims by Indemnified TD Entities for indemnification for breaches of representations and warranties of Ameritrade (and/or Datek Online Holdings Corp.) contained in the Ameritrade Canada Purchase Agreement in accordance with the terms of the Ameritrade Canada Purchase Agreement (other than De Minimis Claims as defined in the Ameritrade Canada Purchase Agreement) (“TD Canadian Damages”) , exceed the Threshold, whereupon Ameritrade shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of $15,000,000; provided that the Indemnified TD Entities shall not be entitled to indemnification pursuant to Section 8.3(a)(i) for aggregate Damages (including all TD Canadian Damages) in excess of $600,000,000; and
	(iii) only with respect to Claim Notices received on or before the date that is one year after the Closing Date (or, with respect to any such Claims relating to a breach of Section 4.15, received on or before the date that is 30 days following the expiration of the applicable statute of limitations).

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	Ameritrade Holding Corporation
	6940 Columbia Gateway Drive, Suite 200
	Columbia, MD 21046
	Attention: General Counsel
	Fax: (443) 539-2209

	Wilson Sonsini Goodrich & Rosati
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304
	Attention: Larry W. Sonsini
	Fax: (650) 493-6811

	TD Tower, 66 Wellington Street West
	Toronto, Ontario M5K 1AZ
	Attention: General Counsel
	Fax: (416) 308-1943

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention: Lee Meyerson
	Fax: (212) 455-2502

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	The Toronto-Dominion Bank

	By:	/s/ David Livingston

	_______________________________________ Name:  David Livingston Title:  Executive Vice President,           Corporate Development
	Ameritrade Holding Corporation

	By:	/s/ Joseph H. Moglia

	_______________________________________ Name:  Joseph H. Moglia Title:  Chief Executive Officer

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	1. The name of the corporation is TD Ameritrade Holding Corporation (the “Corporation”).
	2. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
	3. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”); provided, however, that prior to the occurrence of a Termination Event (and, following a Specified Termination Event, during any Post-Termination Period or, in the case of the R Parties, the earlier occurrence of the date on which the directors of the Corporation designated by the R Parties pursuant to Section 4.1(b)(i) of the Stockholders Agreement are required to resign as directors pursuant to Section 6.3(a) of the Stockholders Agreement), the Corporation shall not adopt a stockholders’ rights plan or other similar antitakeover measure unless such plan or measure expressly excludes from its operation TD and its Affiliates and the R Parties, to the extent any actions of such Persons (including the acquisition of additional Voting Securities of the Corporation) would be permitted pursuant to the terms of the Stockholders Agreement, and does not impair in any respect the rights of TD or any of its Affiliates or the R Parties under the Stockholders Agreement, including their respective rights under Articles II or III of the Stockholders Agreement.
	4.a. The total number of shares of capital stock which the Corporation shall have authority to issue is one billion one hundred million (1,100,000,000) shares, consisting of one billion (1,000,000,000) shares of common stock, at $0.01 par value per share, and one hundred million (100,000,000) shares of preferred stock, at $0.01 par value per share.
	b. Authority is hereby expressly granted to the Board of Directors to authorize the issuance of one or more series of preferred stock and with respect to each such series to fix by resolution or resolutions providing for the issuance of such series the designation of and number of shares comprising such series, the voting powers, full or limited, if any, of the shares of such series and the preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series.

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	5.a. Special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only as provided in this Article 5(a). Special meetings of stockholders of the Corporation shall be called by the Secretary of the Corporation at the request in writing delivered to the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation by stockholders owning of record 25% or more of the outstanding shares of common stock of the Corporation. Any special meeting so requested shall be held on such date, at such time and for such purpose or purposes as shall be set forth in the request; provided, that the request shall be delivered not less than sixty and not more than ninety days before the date of the meeting. Special meetings of the stockholders, for any purpose or purposes, also shall be called by the Secretary of the Corporation at the direction of a majority of the directors of the Corporation. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of meeting.
	b. Any action required or permitted to be taken by the stockholders of the Corporation can only be effected at a duly called annual or special meeting of such holders and may not be effected by written consent in lieu of a meeting.
	6.a. Prior to the occurrence of a Termination Event (and following a Specified Termination Event, during any Post-Termination Period), the Board of Directors of the Corporation shall be comprised as follows:

	(i) The number of directors which shall constitute the whole Board of Directors of the Corporation shall be twelve (12).
	(ii) Whenever the Outside Independent Directors Committee is authorized to nominate or appoint an Outside Independent Director pursuant to Section 4.2 of the Stockholders Agreement, such committee shall prepare, and provide to TD and the R Parties, a list of candidates for such position. Within ten Business Days of their receipt of such list, each of TD and the R Parties may notify the Outside Independent Directors Committee of any candidates included on such list which such party rejects from consideration for such Outside Independent Director position, provided that neither TD nor the R Parties may reject candidates without a reasonable basis for doing so. Failure by either TD or the R Parties to so notify the Outside Independent Directors Committee of rejected candidates within such ten Business Day period shall be deemed to be an approval by such party of all candidates included in the list provided to such Person. The Outside Independent Directors Committee shall then nominate or appoint for each such available Outside Independent Director position a candidate included on the list provided to both TD and the R Parties and not rejected by either TD or the R Parties. In exercising its right to nominate and appoint Outside Independent Directors, the Outside Independent Directors Committee shall take all action available to it to ensure that, at all times, at least three Outside Independent Directors qualify to serve as members of the audit committee of the Board pursuant to Section 4350(d) of the NASDAQ National Marketplace Rules (or any such successor or comparable provision or any comparable rule of any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted). Any action to be taken by the R Parties pursuant to this paragraph shall be taken by the representative of the R Parties specified by them in writing to the Company and TD from time to time pursuant to the Stockholders Agreement, who shall initially be J. Joe Ricketts.

	b. Following the occurrence of a Termination Event (or, if such Termination Event is a Specified Termination Event, following the expiration of the Post-Termination Period), the number of directors which shall constitute the whole Board of Directors of the Corporation shall be such number as may be fixed and changed from time to time only by a resolution of the Board of Directors.
	c. The directors shall be divided into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors of the Corporation.

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	d. At the first annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term expiring at the third succeeding annual meeting following such election. At the second annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term expiring at the third succeeding annual meeting following such election. At the third annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate of Incorporation, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term expiring at the third succeeding annual meeting following such election. At each succeeding annual meeting of stockholders, directors shall be elected to succeed the directors of the class whose terms expire at such annual meeting for a full term expiring at the third succeeding annual meeting following such election. Each director shall serve until his successor is duly elected and qualified or until his earlier resignation or removal pursuant to paragraph (e) of this Article 6.
	e. The holders of a majority of the outstanding shares of common stock of the Corporation may remove directors of the Corporation at any time:

	(i) with cause; and
	(ii) prior to the occurrence of a Termination Event (and, following a Specified Termination Event, during any Post-Termination Period), without cause.

	f. Notwithstanding any provisions in the Corporation’s By-laws, prior to the occurrence of a Termination Event (and, following a Specified Termination Event, during any Post-Termination Period), any stockholder then entitled to designate or nominate one or more directors of the Corporation under the terms of the Stockholders Agreement may nominate persons for election as directors (to the extent such person is entitled to make such designation or nomination under the terms of the Stockholders Agreement) at any meeting of the stockholders without complying with any advance notice provisions in this Amended and Restated Certificate of Incorporation or the By-laws of the Corporation. Each person so nominated will not be ineligible to be nominated or elected to the Board of Directors by virtue of a failure to comply with any such advance notice provisions.
	g. (i) Prior to the occurrence of a Termination Event (and, following a Specified Termination Event, during any Post-Termination Period), the Board of Directors shall maintain a committee of the Board of Directors comprised solely of all of the Outside Independent Directors (the “Outside Independent Directors Committee”). The Outside Independent Directors Committee shall, and shall have the authority pursuant to Section 141(a) of the DGCL to, exercise and perform the powers and duties otherwise conferred or imposed on the Board of Directors of the Corporation under the DGCL to take all actions and make all determinations which the Stockholders Agreement provides shall be taken or made by the Outside Independent Directors Committee, and to enforce the terms of the Stockholders Agreement on behalf of the Corporation, in each case subject to and in accordance with the provisions of the Stockholders Agreement.
	(ii) Prior to the occurrence of a Termination Event, the Board of Directors shall maintain a committee of the Board of Directors comprised solely of all of the Directors other than the directors designated by TD pursuant to Section 4.1(b)(ii) of the Stockholders Agreement (the “Non-TD Directors Committee”). The Non-TD Directors Committee shall, and shall have the authority pursuant to Section 141(a) of the DGCL to, exercise and perform the powers and duties otherwise conferred or imposed on the Board of Directors of the Corporation under the DGCL to take all actions and make all determinations which the Stockholders Agreement provides shall be taken or made by the Non-TD Directors Committee, subject to and in accordance with the provisions of the Stockholders Agreement.

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	7.a. To the fullest extent permitted under the DGCL as it currently exists or as it may hereafter be amended, a director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
	b. The Corporation shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by the DGCL, any person who is or was a party, or is or was threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of the fact that he or she is or was a director or officer of the Corporation (and the Corporation, in the sole discretion of the Board of Directors of the Corporation, may so indemnify a person who is or was a party, or is or was threatened to be made a party, to any such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation) against any liability or expense actually and reasonably incurred by such person in respect thereof; provided, that the Corporation shall be required to indemnify a director or officer of the Corporation in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors of the Corporation. Such indemnification is not exclusive of any other right to indemnification provided by the DGCL or otherwise. The right to indemnification conferred by this Article 7(b) shall be deemed to be a contract between the Corporation and each person entitled to the benefits referred to herein.
	c. No amendment or repeal (including by merger, consolidation or otherwise by operation of law) of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation, or on the rights of any director or officer under this Article 7, for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.
	8.a. No director or stockholder of the Corporation, in such capacity, shall have any obligation to the Corporation to refrain from competing with the Corporation, making investments in competing businesses or otherwise engaging in any commercial activity that competes with the Corporation. The Corporation shall not have any right, interest or expectancy with respect to any such particular investments or activities undertaken by any of its directors or stockholders, such investments or activities shall not be deemed wrongful or improper, and no such director or stockholder shall be obligated to communicate, offer or present any potential transaction, matter or opportunity to the Corporation even if such potential transaction, matter or opportunity is of a character that, if presented to the Corporation, could be taken by the Corporation, so long as such transaction, matter or opportunity did not arise by virtue of the director being a member of the Board of Directors or an officer or an employee of the Corporation; provided that, in the case of a director or officer covered by paragraph b of this Article 8, such director or officer shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such potential transaction, matter or opportunity if such director or officer acts in a manner consistent with the policy set forth in such paragraph.
	b.(i) In the event that a director or officer of the Corporation who is also a director or officer of TD acquires knowledge of a potential transaction, matter or opportunity which may be a corporate opportunity for both the Corporation and TD, such director or officer of the Corporation shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity if such director or officer acts in a manner consistent with the following policy:

	(A) A corporate opportunity offered to any person who is an officer of the Corporation, and who is also a director but not an officer of TD, shall belong to the Corporation;
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	opportunity is expressly offered to such person in writing solely in his or her capacity as a director of the Corporation, and otherwise shall belong to TD; and
	(C) A corporate opportunity offered to any person who is an officer of both the Corporation and TD shall belong to the Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as an officer of the Corporation, and otherwise shall belong to TD.

	(ii) For purposes of this Article 8(b) only:

	(A) A director of the Corporation who is Chairman or Vice Chairman of the Board of Directors of the Corporation or of a committee thereof shall not be deemed to be an officer of the Corporation by reason of holding such position (without regard to whether such position is deemed an office of the Corporation under the By-laws of the Corporation), unless such Person is an employee of the Corporation; and
	(B) (x) The term “Corporation” shall mean the Corporation and its Subsidiaries, and (y) the term “TD” shall mean TD and its Subsidiaries (other than the Corporation and its Subsidiaries if at any time the Corporation would otherwise qualify as a Subsidiary of TD pursuant to the definition thereof).

	(iii) In furtherance of the foregoing, the Corporation renounces any interest or expectancy in, or in being offered the opportunity to participate in, any corporate opportunity covered by, but not allocated to it pursuant to, this Article 8(b) to the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision).
	(iv) In the event that TD acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both TD and the Corporation, TD shall have no duty to communicate or offer such corporate opportunity to the Corporation and shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason of the fact that TD pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another Person, or does not communicate information regarding such corporate opportunity to the Corporation, and the Corporation hereby renounces, to the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision), any interest or expectancy in such corporate opportunity.
	(v) The provisions of this Article 8(b) shall terminate upon the first date that TD no longer Beneficially Owns Voting Securities representing at least 4.17% of the Total Voting Power.
	c. The provisions of this Article 8 shall in no way limit or eliminate a director’s, officer’s or stockholder’s duties, responsibilities and obligations with respect to any proprietary information of the Corporation, including the duty to not disclose or use such proprietary information improperly or to obtain therefrom an improper personal benefit. Except as otherwise set forth in this Article 8, this Article 8 shall not limit or eliminate the fiduciary duties of any director or officer or otherwise be deemed to exculpate any director or officer from any breach of his or her fiduciary duties to the Corporation.
	d. For the avoidance of doubt, nothing contained in this Article 8 amends or modifies, or will amend or modify, in any respect any written contractual arrangement between any stockholders of the Corporation or any of their respective Affiliates, on the one hand, and the Corporation and any of its Affiliates, on the other hand.
	e. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, this Article 8 may only be amended (including by merger, consolidation or otherwise by operation of law) by the affirmative vote of the holders of at least 80% in voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote thereon.

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	f. Neither the termination, alteration, amendment or repeal (including by merger, consolidation or otherwise by operation of law) of this Article 8 nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 8 shall eliminate or reduce the effect of this Article 8 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 8, would accrue or arise, prior to such termination, alteration, amendment, repeal or adoption.
	9. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under §291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under §279 of Title 8 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
	10. For purposes of this Amended and Restated Certificate of Incorporation:

	a. “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Amended and Restated Certificate of Incorporation, notwithstanding anything to the contrary set forth herein, (A) neither the Corporation nor any of its Subsidiaries shall be deemed to be a Subsidiary or Affiliate of any R Party or TD and (B) no R Party or TD shall be deemed to be an Affiliate of each other or of the Corporation solely by virtue of (i) such party’s ownership of common stock of the Corporation or its being a party to the Stockholders Agreement, (ii) the election of directors designated by such party or nominated by such party for election to the Board of Directors or (iii) any other action taken by such party’s or its respective Affiliates which is expressly required or contemplated under the Stockholders Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, the Stockholders Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).
	b. “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the U.S. Securities and Exchange Commission under the Exchange Act; provided that (x) for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will TD be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.2 of the Stockholders Agreement unless, and then only to the extent that,

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	TD shall have actually exercised such right and (y) solely for purposes of this Amended and Restated Certificate of Incorporation, notwithstanding anything to the contrary set forth herein, TD shall not be deemed to have Beneficial Ownership of securities owned by another party to the Stockholders Agreement, solely by virtue of (A) TD’s or such other party’s status as a party to the Stockholders Agreement, (B) the voting agreements contained and proxies contained in the Stockholders Agreement or (C) any other action taken by TD, such other party or any of their respective Affiliates which is expressly required or contemplated under the Stockholders Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, the Stockholders Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles). For purposes of this Amended and Restated Certificate of Incorporation, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member; provided, however, that shares of common stock of the Corporation subject to options granted under Corporation benefit plans or shares of common stock of the Corporation (including derivative interests therein) otherwise issued under benefit plans of the Corporation to any Person who, at the time of the grant or issuance, was an officer or director of the Corporation or any of its Subsidiaries shall not be deemed to be Beneficially Owned by TD or any of its Affiliates. The terms “Beneficially Own” and “Beneficially Owned” shall have correlative meanings.
	c. “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York, USA or Toronto, Ontario, Canada.
	d. “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.
	e. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (or under any successor statute).
	f. “Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act; provided, however, that solely for purposes of this Amended and Restated Certificate of Incorporation, notwithstanding anything to the contrary set forth herein, none of TD or any R Party or any of their respective Affiliates shall be deemed to be a member of a Group with each other or each others’ Affiliates, in each case solely by virtue of the existence of the Stockholders Agreement or any action taken by a party thereto or any of its Affiliates which is expressly required or contemplated under the Stockholders Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, the Stockholders Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).
	g. “Outside Independent Directors” means the individuals designated as such pursuant to Sections 4.1 and 4.2 of the Stockholders Agreement and then serving as directors of the Corporation.
	h. “Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any Group comprised of two or more of the foregoing.
	i. “Post-Termination Period” means, following the date of a Specified Termination Event, the period of the shortest of (A) the period from the date of such Specified Termination Event until the first anniversary thereof, (B) the period from the date of such Specified Termination

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	Event to the occurrence of a Termination Event of the type described in clauses (i), (ii) or (iii) of Section 6.3(c) of the Stockholders Agreement and (C) the period from the date of such Specified Termination Event until the consummation of a transaction by TD or its Affiliates or the R Parties meeting the requirements of clause (i) of Section 6.3(d) of the Stockholders Agreement. The Corporation shall make a public announcement promptly following the expiration of any Post-Termination Period.
	j. “R Party” means each of the Persons listed on Schedule A to the Stockholders Agreement under the heading “R Parties” and any other Person who subsequently becomes bound by the Stockholders Agreement as an R Party as permitted by the terms of the Stockholders Agreement, in each case for so long as such Person remains a party to the Stockholders Agreement.
	k. “Specified Termination Event” means a Termination Event of the type described in clauses (iv), (v) or (vi) of Section 6.3(c) of the Stockholders Agreement. The Corporation shall make a public announcement promptly following the occurrence of a Specified Termination Event.
	l. “Stockholders Agreement” means the Stockholders Agreement, dated as of June 22, 2005, by and among the Corporation, TD and the R Parties, as such agreement may be amended, supplemented or modified from time to time.
	m. “Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.
	n. “Termination Event” means the first to occur of any of the events listed in clauses (i)-(vi) of Section 6.3(c) of the Stockholders Agreement. The Corporation shall make a public announcement promptly following the occurrence of a Termination Event.
	o. “TD” means The Toronto-Dominion Bank, a Canadian chartered bank, and any successor thereto (whether by operation of law in a merger, amalgamation, plan of arrangement or consolidation or otherwise).
	p. “Total Voting Power” means the total number of votes entitled to be cast by the holders of the outstanding common stock of the Corporation and any other securities entitled, in the ordinary course, to vote generally in the election of directors of the Corporation and not solely upon the occurrence and during the continuation of certain specified events.
	q. “Voting Securities” means, at any time, shares of any class of capital stock or other securities of the Corporation, including the common stock of the Corporation, which are then entitled to vote generally in the election of directors and not solely upon the occurrence and during the continuation of certain specified events, and any securities convertible into or exercisable or exchangeable for such shares of capital stock (whether or not currently so convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of certain events or otherwise).

	11. In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the By-laws of the Corporation; provided that the Board of Directors may only alter, amend or repeal (including in connection with a

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	merger, consolidation or otherwise by operation of law) Section 4(b) of Article IV of the By-Laws by unanimous vote of all directors then serving.
	12. The Corporation reserves the right to amend, alter, change, add to or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed herein and by the DGCL, and all rights conferred herein upon stockholders of the Corporation are granted subject to this reservation.

	_______________________________________
	J. Peter Ricketts, Secretary

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					Page
ARTICLE I			General			E-1
	1.1.		Defined Terms			E-1
ARTICLE II			VOTING			E-4
	2.1.		Agreement to Vote			E-4
	2.2.		No Inconsistent Agreements			E-4
	2.3.		Proxy			E-4
ARTICLE III			REPRESENTATIONS AND WARRANTIES			E-5
	3.1.		Representations and Warranties of the Stockholders			E-5
	3.2.		Representations and Warranties of TD			E-6
ARTICLE IV			OTHER COVENANTS			E-7
	4.1.		Prohibition on Transfers, Other Actions			E-7
	4.2.		Stock Dividends, etc.			E-7
	4.3.		No Solicitation			E-7
	4.4.		Notice of Acquisitions, Proposals Regarding Prohibited Transactions			E-8
	4.5.		Waiver of Conflicts, Rights Under Existing Stockholders Agreement; Termination of Existing Stockholders Agreement			E-8
	4.6.		Waiver of Right to Consent to Director Indemnification Agreements and Investor Information Rights Agreements			E-8
ARTICLE V			MISCELLANEOUS			E-8
	5.1.		Termination			E-8
	5.2.		Legends; Stop Transfer Order			E-9
	5.3.		No Ownership Interest			E-9
	5.4.		Notices			E-10
	5.5.		Interpretation			E-10
	5.6.		Counterparts			E-11
	5.7.		Entire Agreement			E-11
	5.8.		Governing Law; Consent to Jurisdiction; Waiver of Jury Trial			E-11
	5.9.		Amendment; Waiver			E-11
	5.10.		Remedies			E-12
	5.11.		Severability			E-12
	5.12.		Successors and Assigns; Third Party Beneficiaries			E-12
	5.13.		Obligations Several			E-12
Schedule A:			Stockholders
Exhibit A:			Form of Joinder Agreement

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		Page
Acquisition Proposal			E-2
Additional Proposal			E-2
Affiliate			E-2
Agreement			E-1
Ameritrade			E-1
Ameritrade Restated Bylaws			E-2
Ameritrade Restated Charter			E-2
Ameritrade Stock Issuance			E-2
Ameritrade Stockholders’ Meeting			E-2
Beneficial Ownership			E-2
Beneficially Own			E-2
Beneficially Owned			E-2
Closing			E-3
Closing Date			E-3
Common Stock			E-1
Control			E-3
Covered Shares			E-3
Encumbrance			E-3
Existing Shares			E-3
Existing Stockholders Agreement			E-3
Family Member			E-3
Governmental Authority			E-3
Joinder Agreement			E-3
Litigation			E-14
Permitted Hedge			E-3
Permitted Pledge			E-4
Permitted Transfer			E-4
Person			E-4
Private Equity Investors			E-1
R Parties			E-1
Record Date			E-4
Representatives			E-4
Share Purchase			E-4
Share Purchase Agreement			E-1
SLP Investors			E-1
Stockholder			E-1
Stockholders			E-1
Subsidiary			E-4
TA Investors			E-1
TD			E-1
Transaction Agreements			E-4
Transfer			E-4
Waterhouse			E-1

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	“Acquisition Proposal” has the meaning set forth in the Share Purchase Agreement.
	“Additional Proposal” has the meaning set forth in the Share Purchase Agreement.
	“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither Ameritrade nor any of its Subsidiaries shall be deemed to be an Affiliate of any Stockholder, nor shall any Stockholder be deemed to be an Affiliate of Ameritrade.
	“Ameritrade Restated Bylaws” has the meaning set forth in the Share Purchase Agreement.
	“Ameritrade Restated Charter” has the meaning set forth in the Share Purchase Agreement.

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	“Ameritrade Stock Issuance” has the meaning set forth in the Share Purchase Agreement.
	“Ameritrade Stockholders’ Meeting” has the meaning set forth in the Share Purchase Agreement.
	“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.
	“Closing” has the meaning set forth in the Share Purchase Agreement.
	“Closing Date” has the meaning set forth in the Share Purchase Agreement.
	“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.
	“Covered Shares” means, with respect to each Stockholder, such Stockholder’s Existing Shares, together with any shares of Common Stock or other voting capital stock of Ameritrade and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of Ameritrade, in each case that such Stockholder acquires Beneficial Ownership of on or after the date hereof and prior to the Record Date.
	“Encumbrance” means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement).
	“Existing Shares” means, with respect to each Stockholder, the number of shares of Common Stock Beneficially Owned (and except as may be set forth on Schedule A hereto, owned of record) by such Stockholder, as set forth opposite such Stockholder’s name on Schedule A hereto.
	“Existing Stockholders Agreement” means the Stockholders Agreement, dated as of April 6, 2002, by and among Ameritrade, the Ricketts Holders and the Datek Holders (as such terms are defined therein).
	“Family Member” means, with respect to any natural Person, (i) a spouse, descendent, or any other person related by blood, adoption or marriage to such Person or such Person’s spouse, (ii) any trust, family partnership or limited liability company whose beneficiaries consist of such Person and/or such Person’s spouse and/or any Person related by blood, marriage or adoption to such Person or such Person’s spouse, and (iii) the estate or heirs of such Person.
	“Governmental Authority” has the meaning set forth in the Share Purchase Agreement.
	“Joinder Agreement” means an agreement in the form set forth in Exhibit A.

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	“Permitted Hedge” means an equity derivative contract, including a prepaid or other forward sale of securities, or other agreement to transfer an interest in Covered Shares, between a Stockholder and a counterparty, provided that such counterparty executes and delivers to TD a Joinder Agreement with respect to the securities which are the subject of such equity derivative contract or other agreement; provided, further, in the case of any Permitted Hedge involving a Transfer to the Ricketts Grandchildren Trust, that such Transfer is not part of a plan to avoid the provisions of Section 2.3 with respect to the Transferring party.
	“Permitted Pledge” means a bona fide pledge of securities, provided that the Stockholder pledging such securities retains sole voting power with respect to the securities subject to such pledge, and provided, further, that the pledgee of any such securities executes and delivers to TD a Joinder Agreement with respect to the securities which are the subject of such pledge.
	“Permitted Transfer” means (i) a Transfer by a Stockholder who is a natural Person to a Family Member of such Stockholder, provided that such transferee executes and delivers to TD a Joinder Agreement with respect to the securities subject to such Transfer, provided, further, in the case of a Transfer to the Ricketts Grandchildren Trust, that such Transfer is not part of a plan to avoid the provisions of Section 2.3 with respect to the Transferring party; (ii) a Permitted Pledge or (iii) a Permitted Hedge.
	“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity, or any Group comprised of two or more of the foregoing.
	“Record Date” means the date fixed as the record date for the Ameritrade Stockholders’ Meeting and used for the purpose of mailing the SEC Proxy Statement, whether or not a subsequent record date is established for such meeting.
	“Representatives” means the officers, directors, employees, agents, advisors and Affiliates of a Person.
	“Share Purchase” means the purchase by Ameritrade of all of the outstanding capital stock of Waterhouse pursuant to the Share Purchase Agreement.
	“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.
	“Transaction Agreements” has the meaning set forth in the Share Purchase Agreement.
	“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, by testamentary disposition, by operation of law or otherwise).

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	(a) appear at each such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum; and
	(b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Shares (i) in favor of the approval of the Ameritrade Stock Issuance, the Ameritrade Restated Charter and any Additional Proposals and if applicable, the election of directors designated in accordance with Section 5.13 of the Share Purchase Agreement; (ii) against any action or agreement that such Stockholder believes would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Ameritrade contained in the Share Purchase Agreement or any Transaction Agreement, or of any Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or that such Stockholder believes is reasonably likely, to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the transactions contemplated by the Share Purchase Agreement, the Transaction Agreements or this Agreement or the performance by such Stockholder of its obligations under this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Ameritrade or its Subsidiaries (other than the Share Purchase); (B) a sale, lease or transfer of a material amount of assets of Ameritrade or any of its Subsidiaries or a reorganization, recapitalization or liquidation of Ameritrade or any of its Subsidiaries; (C) an election of new members to the board of directors of Ameritrade, except as provided in Section 5.13 of the Share Purchase Agreement or as required or permitted by the Existing Stockholders Agreement; or (D) any material change in the present capitalization or dividend policy of Ameritrade or any amendment or other change to Ameritrade’s certificate of incorporation or bylaws other than those changes or amendments contemplated by the Share Purchase Agreement, the Ameritrade Restated Charter and the Ameritrade Restated Bylaws.

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	(a) Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder, if it is a legal entity, is duly organized under the laws of its respective jurisdiction of organization and is validly existing and in good standing under the laws of such jurisdiction. Such Stockholder has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Stockholder, if it is a legal entity, of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder or any general or limited partner or stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity and all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Stockholder and, assuming this Agreement constitutes a valid and binding obligation of TD, constitutes a valid and binding obligation of such Stockholder, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.
	(b) Ownership. Such Stockholder’s Existing Shares are, and all of such Stockholder’s Covered Shares owned from the date hereof through and on the Record Date will be, Beneficially Owned and owned of record by such Stockholder, except to the extent such Covered Shares are Transferred after the date hereof pursuant to a Permitted Transfer. Such Stockholder has good and marketable title to such Stockholder’s Existing Shares, free and clear of any Encumbrances (other than any Permitted Pledges and except as described in Schedule A hereto). As of the date hereof, such Stockholder’s Existing Shares constitute all of the shares of Common Stock Beneficially Owned or owned of record by such Stockholder. Such Stockholder has and will have at all times, through the date on which the Ameritrade Required Votes and any Additional Votes (each as defined in the Share Purchase Agreement) are received (or, solely in the case of clause (ii), through the Record Date) (i) sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof (in each case, if and to the extent the Record Date is the record date for the Ameritrade Stockholders’ Meeting and such Existing Shares or Covered Shares are entitled to vote), (ii) sole power of disposition and (iii) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Existing Shares and with respect to all of the Covered Shares owned by such Stockholder at all times through the Record Date, except to the extent such Covered Shares are Transferred after the date hereof pursuant to a Permitted Transfer.
	(c) No Violation. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation, bylaws, limited partnership agreement, limited liability

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	company agreement, trust declaration or similar instrument or other comparable governing documents, as applicable, of such Stockholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to such Stockholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the properties or assets of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets or properties is bound, except for any of the foregoing as could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
	(d) Consents and Approvals. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority.
	(e) Absence of Litigation. Except for the litigation described on Schedule 3.1(e) hereto, there is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against or affecting such Stockholder or any of its Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
	(f) Absence of Agreements with Ameritrade. Except for (i) the Existing Stockholders Agreement, (ii) the Registration Rights Agreement dated July 26, 2002, (iii) in the case of J. Joe Ricketts, the Employment Agreement, dated October 1, 2001 between J. Joe Ricketts and Ameritrade, as amended by the Amendment to Employment Agreement, dated August 5, 2004, between such parties, (iv) in the case of the SLP Investors, nondisclosure agreement(s) between Ameritrade, on the one hand, and one or more SLP Investors or one or more Affiliates of an SLP Investor, on the other hand, (v) securities brokerage agreements entered into with Ameritrade and its Subsidiaries in the ordinary course of their brokerage business, (vi) indemnification agreements between Ameritrade, on the one hand, and persons who have served as designees of the SLP Investors or TA Investors on the board of directors of Ameritrade, on the other hand, (vii) agreements between Ameritrade, on the one hand, and one or more portfolio companies of the SLP Investors or the TA Investors, on the other hand and (viii) information rights agreements between Ameritrade, on the one hand, and one or more of the SLP Investors or the TA Investors, on the other hand, there are no existing agreements or arrangements between such Stockholder or any of its Affiliates, on one hand, and Ameritrade or any of its Subsidiaries, on the other hand.

(a) Organization; Authorization; Validity of Agreement; Necessary Action. TD is duly organized and validly existing as a bank under the laws of Canada. TD has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by TD of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by TD and no other corporate actions or proceedings on the part of TD are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by TD and, assuming this Agreement constitutes a valid and binding obligation of the Stockholders, constitutes a

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	valid and binding obligation of TD, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.
	(b) No Violation. The execution and delivery of this Agreement by TD does not, and the performance by TD of its obligations under this Agreement will not, (i) conflict with or violate the charter or bylaws of TD, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to TD or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the properties or assets of TD pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which TD is a party or by which TD or any of its assets or properties is bound, except for any of the foregoing as could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of TD to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
	(c) Consents and Approvals. The execution and delivery of this Agreement by TD does not, and the performance by TD of its obligations under this Agreement will not, require TD to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority except as may be contemplated by the Share Purchase Agreement.
	(d) Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of TD, threatened against or affecting TD or any of its Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of TD to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

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	TD Tower, 66 Wellington Street West
	Toronto, Ontario M5K 1A2
	Attention: General Counsel
	Fax: (416) 308-1943

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Fax: (212) 455-2502
	Attention: Lee Meyerson

	4211 South 102nd Street
	Omaha, Nebraska 68127
	Attention: Chief Executive Officer
	Fax: (402) 827-8806
	and
	6940 Columbia Gateway Drive, Suite 200
	Columbia, Maryland 21046
	Attention: General Counsel
	Fax:

	Wilson Sonsini Goodrich & Rosati
	650 Page Mill Road
	Palo Alto, California 94304
	Attention: Larry W. Sonsini
	Fax: (650) 493-6811

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	The Toronto-Dominion Bank

	By:	/s/ David Livingston ______________________________________ Name:  David Livingston Title:             Executive Vice President, Corporate Development

	Ameritrade Holding Corporation
	(solely for purposes of Section 4.6 and 5.2)

	By:	/s/ Joseph H. Moglia ______________________________________ Name:  Joseph H. Moglia Title:  Chief Executive Officer

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	R Parties:
	/s/ J. Joe Ricketts _______________________________________ J. Joe Ricketts
	/s/ Marlene M. Ricketts _______________________________________ Marlene M. Ricketts
	Marlene M. Ricketts 1994 Dynasty Trust

	By:	/s/ J. Joe Ricketts ______________________________________ J. Joe Ricketts, Trustee

	J. Joe Ricketts 1994 Dynasty Trust

	By:	/s/ Marlene M. Ricketts ______________________________________ Marlene M. Ricketts, Trustee

	Ricketts Grandchildren Trust

	By:	/s/ Craig V. McGarry ______________________________________ First National Bank of Omaha, Trustee

	Name:  Craig V. McGarry Title:  Senior Vice President

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	TA Investors:
	TA/Advent VIII, L.P.

	By:	TA Associates VIII, LLC,

	its General Partner

	By:	TA Associates, Inc.,

	its Manager

	By:	/s/ Thomas P. Alber ________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

	TA Executives Fund, LLC

	By:	TA Associates, Inc.,

	its Manager

	By:	/s/ Thomas P. Alber ______________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

	TA Investors, LLC

	By:	TA Associates, Inc.,

	its Manager

	By:	/s/ Thomas P. Alber ______________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

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	TA Atlantic & Pacific IV, L.P.

	By:	TA Associates AP IV Partners, L.P.,

	its General Partner

	By:	TA Associates, Inc.,

	its Manager

	By:	/s/ Thomas P. Alber ________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

	TA IX, L.P.

	By:	TA Associates IX, LLC,

	its General Partner

	By:	TA Associates, Inc.,

	its Manager

	By:	/s/ Thomas P. Alber ________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

	ADVENT ATLANTIC & PACIFIC III, L.P.

	By:	TA Associates AAP III Partners, L.P.,

	its General Partner

	By:	TA Associates, Inc., its General Partner

	By:	/s/ Thomas P. Alber ________________________________ Name:  Thomas P. Alber Title:  Chief Financial Officer

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	SLP Investors:
	Silver Lake Partners, L.P.

	By:	Silver Lake Technology Associates, L.L.C., its General Partner

	By:	/s/ Alan K. Austin ______________________________________ Name:  Alan K. Austin Title:             Managing Director and Chief Operating Officer

	Silver Lake Investors, L.P.

	By:	Silver Lake Technology Associates, L.L.C., its General Partner
	By:	/s/ Alan K. Austin _____________________________________ Name:  Alan K. Austin Title:             Managing Director and Chief Operating Officer

	Silver Lake Technology Investors, L.L.C.

	By:	Silver Lake Technology Management, L.L.C., its Managing Member
	By:	/s/ Alan K. Austin _____________________________________ Name:  Alan K. Austin Title:             Managing Director and Chief Operating Officer

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		Number of Shares of
		Common Stock
Name		Beneficially Owned
J. Joe Ricketts(1)			73,195,853
Marlene M. Ricketts(2)			332,352
J. Joe Ricketts 1994 Dynasty Trust			8,186,688
Marlene M. Ricketts 1994 Dynasty Trust			8,186,112
Ricketts Grandchildren Trust			19,008,000

		Number of Shares of
		Common Stock
Name		Beneficially Owned
TA/ Atlantic & Pacific IV, L.P.			1,637,297
TA/ Advent VIII, L.P.			4,408,658
TA Investors, LLC			360,354
TA Executives Fund, LLC			91,521
TA IX, L.P.			12,019,137
Advent Atlantic & Pacific III, L.P.			450,800

		Number of Shares of
		Common Stock
Name		Beneficially Owned(3)
Silver Lake Partners, L.P.			10,910,179
Silver Lake Investors, L.P.			314,648
Silver Lake Technology Investors, L.L.C			241,382

(1)	Shares beneficially owned by Mr. Ricketts consist of 67,609,988 shares held by Mr. Ricketts jointly with Mrs. Ricketts in brokerage margin accounts; 332,352 shares held in the J. Ricketts IRA; 5,153 shares held by Mr. Ricketts in a 401(k) account; 2,475,000 shares owned by Mr. Ricketts but pledged as collateral; and 2,773,360 shares issuable upon the exercise of options. Shares beneficially owned by Mr. Ricketts do not include shares held by Mrs. Ricketts individually and disclosed in Note (2) below. Shares held by Mr. and Mrs. Ricketts jointly in brokerage margin accounts include 417,203 shares deposited in such accounts on or about June 27, 2005.
(2)	Shares beneficially owned by Mrs. Ricketts consist of 332,352 shares held in the M. Ricketts IRA. Shares beneficially owned by Mrs. Ricketts do not include shares held by Mr. Ricketts individually or with Mr. Ricketts jointly and, in either case, disclosed in Note (1) above.
(3)	Excludes shares owned by the other affiliated Silver Lake entities listed in the chart.

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	Name:

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					Page
ARTICLE I			DEFINITIONS			F-1
	Section 1.1.		Certain Defined Terms			F-1
	Section 1.2.		Methodology for Calculations			F-8
ARTICLE II			SHARE OWNERSHIP			F-9
	Section 2.1.		General Limitation on Acquisition of Additional Voting Securities			F-9
	Section 2.2.		Stock Purchase Rights			F-11
	Section 2.3.		Application of Agreement to Additional Voting Securities			F-12
ARTICLE III			TRANSFER RESTRICTIONS			F-12
	Section 3.1.		General Transfer Restrictions			F-12
	Section 3.2.		Specific Transfer Restrictions			F-12
	Section 3.3.		Legend on Securities			F-13
ARTICLE IV			CORPORATE GOVERNANCE			F-14
	Section 4.1.		Composition of the Board			F-14
	Section 4.2.		Selection of Outside Independent Directors			F-17
	Section 4.3.		Vacancies Among R Directors and TD Directors			F-18
	Section 4.4.		Committees			F-18
	Section 4.5.		Agreement to Vote			F-19
	Section 4.6.		Proxies			F-19
	Section 4.7.		Notice of Initial R Directors and TD Directors			F-20
ARTICLE V			OTHER COVENANTS			F-20
	Section 5.1.		Information Rights			F-20
	Section 5.2.		Trade Name			F-21
	Section 5.3.		Obligation of the Company to Repurchase Shares			F-21
	Section 5.4.		Non-Competition			F-21
	Section 5.5.		Non-Audit Services			F-25
	Section 5.6.		Parallel Discussions			F-25
	Section 5.7.		Restated Charter and Bylaws to be Consistent; Defensive Measures			F-25
	Section 5.8.		Tender Offer			F-25
ARTICLE VI			MISCELLANEOUS			F-27
	Section 6.1.		Conflicting Agreements			F-27
	Section 6.2.		Inapplicability to Certain Shares			F-27
	Section 6.3.		Termination			F-27
	Section 6.4.		Amendment and Waiver			F-29
	Section 6.5.		Certain Actions			F-29
	Section 6.6.		Severability			F-29
	Section 6.7.		Entire Agreement			F-29
	Section 6.8.		Successors and Assigns; Third Party Beneficiaries			F-29
	Section 6.9.		Counterparts			F-30
	Section 6.10.		Remedies			F-30
	Section 6.11.		Notices			F-30
	Section 6.12.		Governing Law; Consent to Jurisdiction; Waiver of Jury Trial			F-31
	Section 6.13.		Interpretation			F-32
	Section 6.14.		Effectiveness			F-32

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		Page
Affiliate			F-1
Agreement			F-2
Appraised Value			F-2
Appraiser			F-2
Audit Qualified Director			F-2
Beneficial Ownership			F-2
Board			F-3
Business			F-3
Business Day			F-3
Bylaws			F-3
Capital Stock			F-3
Change of Control			F-4
Closing			F-1
Closing Date			F-4
Commission			F-4
Common Stock			F-4
Company			F-1
Competing Entity			F-4
control			F-4
DGCL			F-4
Director			F-4
Excess Shares			F-9
Exchange Act			F-5
Existing Stockholders Agreement			F-5
Fair Market Value			F-5
Family Member			F-5
GAAP			F-5
Governmental Authority			F-5
Group			F-5
Incidental Acquisition			F-6
Independent Investment Banking Firm			F-6
Initial Designees			F-21
In-the-Money			F-5
JR			F-1
Legends			F-17
Litigation			F-38
Measurement Date			F-6
Non-Audit Services			F-6
Non-TD Directors Committee			F-6
Ordinary Course Securities			F-6
Outside Independent Directors			F-6
Outside Independent Directors Committee			F-7

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		Page
Ownership Date			F-7
Ownership Percentage			F-7
Permitted Pledge			F-7
Person			F-7
Post-Termination Period			F-34
Qualifying Transaction			F-7
R Directors			F-7
R Parties			F-1
R Party			F-1
R Party Ownership Levels			F-20
R Party Ownership Limitation Percentage			F-7
R Party Tender Amount			F-32
R Party Termination Event			F-8
Restated Charter			F-8
Securities Act			F-8
Share Purchase Agreement			F-1
Shortfall Amount			F-8
Specified Termination Event			F-34
Subsidiary			F-8
Takeover Proposal			F-8
TD			F-1
TD Directors			F-8
TD Ownership Levels			F-21
TD Ownership Limitation Percentage			F-8
TD Tender Amount			F-32
Tender Offer			F-1
Termination Event			F-34
Third Party			F-8
Total Voting Power			F-9
Trademark License Agreement			F-9
Transfer			F-9
Unaffiliated Stockholder Approval			F-10
Voting Securities			F-10
Waterhouse			F-1

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	“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, (A) neither the Company nor any of its Subsidiaries shall be deemed to be a Subsidiary or Affiliate of any R Party or TD and (B) no R Party or TD shall be deemed to be an Affiliate of each other or of the Company solely by virtue of (i) such party’s ownership of Common Stock or its being a party to this Agreement, (ii) the election of Directors designated by such party or nominated by such party for election to the Board or (iii) any other action taken by such party’s or its respective Affiliates which is expressly required or contemplated under this Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).
	“Agreement” means this Stockholders Agreement as it may be amended, supplemented, restated or modified from time to time.

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“Appraised Value” means, with respect to a Competing Entity, the value that a Person (such Person, an “Appraiser”) valuing the common equity of the Competing Entity (or if the Competing Entity is a division or other unincorporated unit of another company, the net value of the assets and liabilities of such division or other unit) pursuant to this Agreement has determined such Competing Entity would have in a privately negotiated, arms’-length sale context for which purpose the Appraiser:

	(i) shall assume that the valuation is based on the Competing Entity and its Subsidiaries (to the extent acquired in the applicable acquisition) taken as a whole and as a stand-alone business, apart from its parent and Affiliates, if any; and
	(ii) shall take into account other factors relevant to such valuation, including (A) the prospects of the Competing Entity and its Subsidiaries (to the extent acquired in the applicable acquisition), (B) the value of the estimated future earnings of the Competing Entity and its Subsidiaries (to the extent acquired in the applicable acquisition), (C) the equity and tangible equity of the Competing Entity and its Subsidiaries (to the extent acquired in the applicable acquisition) as disclosed in its most recent consolidated financial statements, (D) the public market trading values of comparable companies, (E) the business mix of the Competing Entity and its Subsidiaries (to the extent acquired in the applicable acquisition) relative to comparable companies, (F) comparable valuation multiples to such factors, as applicable, (G) an appropriate control premium of no more than 15%, to the extent a premium was paid in connection with the applicable Incidental Acquisition, and (H) such other factors as the Appraiser deems relevant.

	“Audit Qualified Director” means an individual who qualifies to serve as a member of the audit committee of the Board pursuant to Section 4350(d) of the Nasdaq National Marketplace Rules (or any such successor or comparable provision or any comparable rule of any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted).
	“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Exchange Act; provided that (x) for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will TD or any R Party be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.2 unless, and then only to the extent that, TD or such R Party shall have actually exercised such right and (y) solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither TD nor any R Party shall be deemed to have Beneficial Ownership of securities owned by another party hereto, solely by virtue of (A) such party’s status as a party to this Agreement, (B) the voting agreements and proxies contained herein or (C) any other action taken by such party or any of its Affiliates which is expressly required or contemplated by the terms of this Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles). For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or (except with respect to calculating Beneficial Ownership for purposes of Section 4.1) any Group of which such Person or any such Affiliate is or becomes a member; provided, however, that shares of Common Stock subject to options granted

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	under Company benefit plans or shares of Common Stock (including derivative interests therein) otherwise issued under Company benefit plans to any Person who, at the time of the grant or issuance, was an officer or director of the Company or any of its Subsidiaries shall not be deemed to be Beneficially Owned (i) by TD or any of its Affiliates or (ii) by any R Party in the case of any such options, shares or derivative interests therein Beneficially Owned only by a Person who is not an R Party. The terms “Beneficially Own,” “Beneficially Owned” and “Beneficially Owning” shall have correlative meanings.
	“Board” means the Board of Directors of the Company.
	“Business” means the business of providing securities brokerage services to retail traders, individual investors and registered investment advisors.
	“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York, USA or Toronto, Ontario, Canada.
	“Bylaws” means the bylaws of the Company as in effect immediately following the Closing, the form of which is attached as Exhibit F to the Share Purchase Agreement, as amended, supplemented, restated or otherwise modified from time to time thereafter.
	“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.
	“Change of Control” means (i) during any period of two consecutive years, individuals who at the beginning of such period constituted the Directors (together with any new Directors whose appointment to office or whose nomination for election by the stockholders of the Company was (x) approved by a vote of a majority of the Directors then still in office who were either Directors at the beginning of such period or whose appointment or nomination for election was previously so approved (including pursuant to any merger or other transaction approved by such a majority) or (y) otherwise effected pursuant to the terms of Article IV) cease for any reason to constitute a majority of the Directors then in office, (ii) a merger or consolidation of the Company with or into another Person, or the merger or consolidation of another Person with or into the Company, as a result of which transaction or series of related transactions the holders of the Common Stock outstanding immediately prior to such transaction or transactions would not Beneficially Own a majority of the Total Voting Power (or, if the Company is not the surviving Person of such transaction or transactions, of the voting power of all shares of Capital Stock or other securities of the surviving Person (or, if such surviving Person is a Subsidiary of another Person, of such other Person constituting the ultimate parent thereof) which are then entitled to vote generally in the election of directors and not solely upon the occurrence and during the continuation of certain specified events) outstanding immediately after such transaction or transactions, (iii) the sale or other transfer or disposition of all or substantially all of the Company’s consolidated assets (including Capital Stock of its Subsidiaries) to another Person, or (iv) the approval by the stockholders of the Company of a plan of liquidation or dissolution of the Company.
	“Closing Date” has the meaning set forth in the Share Purchase Agreement.
	“Commission” means the U.S. Securities and Exchange Commission.
	“Common Stock” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.
	“Competing Entity” means any Person that is engaged in the Business in the United States either through facilities and operations in the United States or by other channels or media directed toward

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	U.S. residents (and not as an incident to the conduct of business outside the U.S. and/or with non-U.S. residents).
	“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.
	“DGCL” means the General Corporation Law of the State of Delaware.
	“Director” means any member of the Board (other than any advisory, honorary or other non-voting member of the Board).
	“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).
	“Existing Stockholders Agreement” has the meaning set forth in the Share Purchase Agreement.
	“Fair Market Value” means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s-length negotiated transaction without time constraints. With respect to any securities that are traded on a national securities exchange in the United States or Canada or quoted on the Nasdaq National Market or the Nasdaq Small Cap Market, Fair Market Value shall mean the arithmetic average of the closing prices of such securities on their principal market for the ten consecutive trading days immediately preceding the applicable date of determination. The Fair Market Value of any property or assets, other than securities described in the preceding sentence, with an estimated value of less than $25 million shall be determined by the Outside Independent Directors Committee in its good faith judgment. The Fair Market Value of all other property or assets shall be determined by an Independent Investment Banking Firm, selected by the Outside Independent Directors Committee, whose determination shall be final and binding on the parties hereto. The fees and expenses of such investment bank shall be paid by the Company.
	“Family Member” means with respect to any individual, the spouse, descendants or any other individual related by blood, adoption or marriage to such individual or such individual’s spouse.
	“GAAP” means U.S. generally accepted accounting principles.
	“Governmental Authority” has the meaning set forth in the Share Purchase Agreement.
	“Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, none of TD, any R Party or any of their respective Affiliates shall be deemed to be a member of a Group with each other or each others’ Affiliates, in each case solely by virtue of the existence of this Agreement or any action taken by a party hereto or any of its Affiliates which is expressly required or contemplated by the terms of this Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).
	“In-the-Money,” with respect to an option to acquire securities that are traded on a national securities exchange in the United States or quoted on the Nasdaq National Market or the Nasdaq Small Cap Market, means, as of any measurement date, that the exercise price for such option is less than the average of the closing prices for such securities on their principal market for the five trading days ending on the trading day immediately preceding the applicable date of determination. The determination of whether any outstanding options relating to Voting Securities of the Company are In-the-Money shall be made on the 15th and the last calendar day of each month.

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	“Incidental Acquisition” means an acquisition, directly or indirectly, of more than 50% of the outstanding voting securities or more than 50% of the voting power of all shares of Capital Stock or other securities, or substantially all the assets, of a Competing Entity as a result of any business combination involving any Person, the principal purpose of which is to acquire a business or entity that is not primarily engaged in the Business.
	“Independent Investment Banking Firm” means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Person or Persons engaging such firm, independent of such Person or Persons and of the parties to this Agreement at the time of such engagement and qualified to perform the task for which it has been engaged.
	A “Measurement Date” means (i) with respect to the R Parties, (x) any date on which the Ownership Percentage of the R Parties decreases from one R Party Ownership Level (as set forth in Section 4.1(f)) to another since the immediately preceding Measurement Date (or if no Measurement Date has yet occurred, since the Closing Date) and (y) thereafter, any subsequent date on which another event occurs (other than any Transfer of Voting Securities by the R Parties or any of their respective Affiliates) that further decreases such Ownership Percentage by at least 2% of the Total Voting Power since the immediately preceding Measurement Date and (ii) with respect to TD, (x) any date on which the Ownership Percentage of TD decreases from one TD Ownership Level (as set forth in Section 4.1(g)) to another since the immediately preceding Measurement Date (or if no Measurement Date has yet occurred, since the Closing Date) and (y) thereafter, any subsequent date on which another event occurs (other than any Transfer of Voting Securities by TD or any of its Affiliates) that further decreases such Ownership Percentage by at least 2% of the Total Voting Power since the immediately preceding Measurement Date.
	“Non-Audit Services” means the services described in Rule 2-01(c)(4) (or any successor rule) of Regulation S-X.
	“Non-TD Directors Committee” has the meaning set forth in the Restated Charter.
	“Ordinary Course Securities” means any Voting Securities or other securities held by TD and its Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts; in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed and/or advised or subadvised by TD or its Affiliates; or by Affiliates of TD (or any division thereof) which are broker-dealers or otherwise engaged in the securities business; in each case, acquired and held in the ordinary course of their securities or banking businesses, in accordance with applicable law and internal TD policies, and not as part of a plan to avoid the TD Ownership Limitation Percentage. For the avoidance of doubt, “Ordinary Course Securities” shall not include Voting Securities or other securities held for the direct pecuniary investment benefit of TD and its Affiliates.
	“Outside Independent Directors” means the individuals designated as such by the Company pursuant to Sections 4.1 and 4.2 and then serving as Directors, provided, in order to qualify for designation and service as an Outside Independent Director pursuant to such section, each such individual must qualify as an “independent director” with respect to the Company pursuant to Section 4200(a)(15) of the Nasdaq National Market Marketplace Rules and Section 10A of the Exchange Act (or any successor provisions or any comparable rules of any other applicable securities exchange or automated inter-dealer quotation system on which the Common Stock is then listed or quoted).
	“Outside Independent Directors Committee” has the meaning set forth in the Restated Charter.
	“Ownership Date” means the date that is 12 months after the Closing Date.
	“Ownership Percentage” means, with respect to any party hereto at any time, the quotient, expressed as a percentage, of (i) the total voting power of all Voting Securities Beneficially Owned by such party (assuming the exercise, conversion or exchange of all outstanding In-the-Money options

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	and other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by such party but not by any other Person), divided by (ii) the Total Voting Power (assuming the exercise, conversion or exchange of all outstanding In-the-Money options and other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by such party but not by any other Person).
	“Permitted Pledge” means a bona fide pledge of Voting Securities, provided that the R Party pledging such Voting Securities retains sole voting power with respect to the Voting Securities subject to such pledge prior to any sale pursuant to a margin call, foreclosure or similar action disposition thereof by the pledgee.
	“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any Group comprised of two or more of the foregoing.
	“Qualifying Transaction” means a tender offer, exchange offer, merger or other business combination transaction involving the acquisition of or offer to acquire 100% of the Common Stock not owned by TD and its Affiliates which (i) has been approved by the Outside Independent Directors Committee, (ii) is conditioned upon the receipt of Unaffiliated Stockholder Approval and (iii) in the case of a Qualifying Transaction to be effected by means of a tender or exchange offer, includes a commitment by TD or such Affiliate to promptly consummate a merger (which may be a short-form merger) to acquire any remaining shares of Common Stock at the same price in the event it obtains, pursuant to such tender or exchange offer, such level of ownership of such classes of Capital Stock that would be sufficient to effect a merger pursuant to Section 251 or Section 253 of the DGCL or any successor provision.
	“R Directors” means the individuals nominated or designated by the R Parties or the R Directors pursuant to Sections 4.1 or 4.3 and then serving as Directors.
	“R Party Ownership Limitation Percentage” means 29% of the Total Voting Power (assuming the exercise, conversion or exchange of all outstanding In-the-Money options and other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by the R Parties but not by any other Person).
	“R Party Termination Event” means the date on which the R Parties, collectively, Beneficially Own Voting Securities representing 4.17% or less of the Total Voting Power.
	“Restated Charter” means the Certificate of Incorporation of the Company immediately following the Closing, the form of which is set forth in Exhibit G to the Share Purchase Agreement, as amended, supplemented, restated or otherwise modified from time to time thereafter.
	“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).
	“Shortfall Amount” means, as of any Measurement Date, the difference between (i) (x) in the case of TD, the applicable TD Ownership Level required in order to avoid a reduction in the number of TD Directors and (y) in the case of the R Parties, the applicable R Party Ownership Level required in order to avoid a reduction in the number of R Directors and (ii) the Ownership Percentage of TD or the R Parties, as applicable, as of such Measurement Date.
	“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or

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	controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.
	“Takeover Proposal” means any proposal with respect to a sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its Subsidiaries pursuant to which more than 25% of the Voting Securities or the consolidated total assets of the Company (including stock of its Subsidiaries) would be acquired or received by any Third Party in one or a series of related transactions or which would otherwise constitute or result in a Change of Control.
	“Third Party” means any Person (other than TD or any of its Subsidiaries) or any Group (other than a Group which includes TD or any of its Subsidiaries as a member).
	“TD Directors” means the individuals nominated or designated by TD or the TD Directors pursuant to Sections 4.1 or 4.3 and then serving as Directors.
	“TD Ownership Limitation Percentage” means (i) prior to the third anniversary of the Closing, 39.9% of the Total Voting Power and (ii) from and after the third anniversary of the Closing, 45% of the Total Voting Power (in each case assuming the exercise, conversion or exchange of all outstanding In-the-Money options and other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by TD but not by any other Person); provided that in calculating the number of Voting Securities Beneficially Owned by TD for purposes of this definition, all Ordinary Course Securities shall be excluded, to the extent such Ordinary Course Securities do not exceed 1% of all Voting Securities then outstanding.
	“Total Voting Power” means, at any time, the total number of votes then entitled to be cast by the holders of the outstanding Common Stock and any other securities entitled, in the ordinary course, to vote generally in the election of Directors and not solely upon the occurrence and during the continuation of certain specified events.
	“Trademark License Agreement” means the trademark license agreement between the Company and TD in the form attached as Exhibit E to the Share Purchase Agreement, as amended, supplemented, restated or otherwise modified from time to time.
	“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or otherwise), any Voting Securities or any interest in any Voting Securities, provided, however, that (i) with respect to any R Party, a Permitted Pledge shall not be deemed to be a Transfer of the Voting Securities subject to such pledge until such time as such Voting Securities are subject to a margin call, foreclosure or similar action or otherwise Transferred; provided, further, however, that in the event that the R Parties subject to one or more Permitted Pledges more than 35% of the Voting Securities Beneficially Owned, in the aggregate, by the R Parties immediately following the Closing, the pledgee of any Voting Securities pledged in excess of such 35% limit (such shares, the “Excess Shares”) must agree (at the time such pledge is made) to become subject to, and bound by, the terms of this Agreement with respect to such Excess Shares to the extent that such pledgee subsequently acquires Beneficial Ownership of such Excess Shares (except that such pledgee shall have no right to designate or nominate for election any individual to serve as a Director or have other rights with respect to board representation), and if such pledgee does not so agree, the pledge of such Excess Shares shall be deemed to be a Transfer thereof, (ii) a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which TD is a constituent corporation shall not be deemed to be the Transfer of any Voting Securities Beneficially Owned by TD or any of its wholly-owned Subsidiaries so long as the surviving or resulting entity of such transaction remains subject to, and bound by, the obligations of TD hereunder, and (iii) a merger, amalgamation, plan of

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	arrangement or consolidation or similar business combination transaction in which the Company is a constituent corporation and the holders of the Common Stock immediately prior to such transaction would Beneficially Own a majority of all shares of Capital Stock or other securities of the surviving Person (or, if such surviving Person is a Subsidiary of another Person, of such other Person constituting the ultimate parent thereof) which are then entitled to vote generally in the election of directors and not solely upon the occurrence and during the continuation of certain specified events shall not be deemed to be the Transfer of any Voting Securities Beneficially Owned by TD or any of its wholly-owned Subsidiaries or any R Party. For purposes of this Agreement, the sale of the interest of a party to this Agreement in an Affiliate of such party which Beneficially Owns Voting Securities shall be deemed a Transfer by such party of such Voting Securities unless (i) such party retains Beneficial Ownership of such Voting Securities following such transaction or (ii) in the case or TD or any of its Affiliates, such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in clause (ii) of the proviso of the previous sentence.
	“Unaffiliated Stockholder Approval” means (i) in the case of a tender or exchange offer, that a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have been tendered and not duly withdrawn at the expiration time of such tender or exchange offer, as it may have been theretofore extended, and (ii) in the case of a merger or consolidation, that the holders of a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have executed written consents in favor of the applicable transaction or that the holders of a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have duly voted such shares in favor of the applicable transaction at a meeting of stockholders duly called and held.
	“Voting Securities” means, at any time, shares of any class of Capital Stock or other securities of the Company, including the Common Stock, which are then entitled to vote generally in the election of Directors and not solely upon the occurrence and during the continuation of certain specified events, and any securities convertible into or exercisable or exchangeable for such shares of Capital Stock (whether or not currently so convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of certain events or otherwise).

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	(A) directly or indirectly, acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group (including a Group comprised of other parties to this Agreement), through the use of a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of Voting Securities representing more than the TD Ownership Limitation Percentage;
	(B) make, or in any way participate, directly or indirectly, in, any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Commission) or seek to advise or influence any Person with respect to the voting of, any Voting Securities, provided that the restrictions contained in this paragraph (B) shall not apply (1) with respect to the election, appointment or removal of Directors in accordance with this Agreement, (2) with respect to any other matter if a Person who Beneficially Owns Voting Securities representing 5% or more of the Total Voting Power has made, or in any way participated, directly or indirectly, in, any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Commission) or sought to advise or influence any Person with respect to the voting of, any Voting Securities with respect to such matter in opposition to the recommendation of the Board with respect to such matter or (3) to any action taken by a TD Director in his or her capacity as a Director in a manner consistent with his or her fiduciary duties;
	(C) make any public announcement of, or submit to the Company or its Board, a proposal or offer (with or without conditions) with respect to any acquisition by TD or its Affiliates of Beneficial Ownership of Voting Securities representing more than the TD Ownership Limitation Percentage (including any extraordinary transaction involving TD or its Affiliates, on the one hand, and the Company, on the other hand); or
	(D) take any action that would have a reasonable possibility of requiring either the Company or TD under applicable law or the rules of the principal exchange on which the Common Stock or the common shares of TD, as applicable, is then listed or traded to make a public announcement regarding the possibility of any of the events described in clauses (A), (B) or (C) above.

(A) directly or indirectly, acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group (including a Group comprised of other parties to this Agreement), through the use of a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of Voting Securities if such acquisition would result in the R Parties (collectively) Beneficially Owning, in the aggregate, Voting Securities representing more than the R Party Ownership Limitation Percentage;

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	(B) make any public announcement of or submit to the Company or its Board, a proposal or offer (with or without conditions) with respect to any acquisition by any of the R Parties of Beneficial Ownership of Voting Securities that would result in the R Parties (collectively) Beneficially Owning, in the aggregate, Voting Securities representing more than the R Party Ownership Limitation Percentage (including any extraordinary transaction involving any R Party, on the one hand, and the Company, on the other hand); or
	(C) take any action that would have a reasonable possibility of requiring the Company under applicable law or the rules of the principal exchange on which the Common Stock is then listed or traded to make a public announcement regarding the possibility of any of the events described in clauses (A) or (B) above.

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	(a) effected in order to comply with the requirements of Section 2.1(c), provided that, without the prior approval of the Outside Independent Directors Committee, no Transferring party nor any of its Affiliates shall knowingly Transfer Voting Securities pursuant to this paragraph (a) to any Person who, after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate 5% or more of the Total Voting Power;
	(b) pursuant to a firm commitment, underwritten distribution of Voting Securities to the public, registered under the Securities Act, in which the Transferring party or parties (and/or such party’s Affiliates, if applicable) instruct the underwriters to use their reasonable best efforts to (i) effect as wide a distribution of such Voting Securities as is reasonably practicable, and (ii) not sell Voting Securities to any Person who after consummation of such offering would have Beneficial Ownership of Voting Securities representing in the aggregate 5% or more of the Total Voting Power;
	(c) pursuant to the restrictions of Rule 144 under the Securities Act applicable to sales of securities by Affiliates of an issuer (regardless of whether such Transferring party or its applicable Affiliate is deemed at such time to be an Affiliate of the Company for purposes of Rule 144);
	(d) pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its Subsidiaries pursuant to which more than 25% of the Voting Securities or the consolidated total assets of the Company would be acquired or received by any Person (other than the Company or its Subsidiaries) in one or a series of related transactions, provided that the Board has approved such transaction or proposed transaction and recommended it to the stockholders of the Company (and has not withdrawn such recommendation);
	(e) to any Person who, after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate less than 5% of the Total Voting Power;
	(f) in the case of a Transfer by TD, to a Subsidiary of TD which executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as TD (provided that TD shall remain a party to this Agreement and shall be responsible for any breach of this Agreement by such Subsidiary); or
	(g) in the case of a Transfer by an R Party, (i) to another R Party, provided that the Voting Securities so Transferred become fully subject to this Agreement and provided, further, in the case of a Transfer to the Ricketts Grandchildren Trust, that such Transfer is not part of a plan to avoid the provisions of Section 4.6 with respect to the Transferring party; (ii) to a trust, family partnership or limited liability company (x) whose beneficiaries or equity owners, as applicable, consist of such R Party and/or such R Party’s spouse and/or any Person related by blood, marriage or adoption to such R Party or such R Party’s spouse and (y) that executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as the Transferring R Party; (iii) as a bona fide gift to a child or grandchild of such R Party, provided that no Transfer may be made pursuant to this paragraph (g)(iii) to any such individual if, after giving effect to such Transfer, the aggregate number of Voting Securities Transferred to such individual in any calendar year pursuant to this paragraph (g)(iii) exceeds $11,000 of Fair Market Value; (iv) to any Family Member of such R Party, so long as such Family Member executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as the Transferring R Party; or (v) subject to Section 5.8(c), to TD in the Tender Offer.

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	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF JUNE 22, 2005, AMONG TD AMERITRADE HOLDING CORPORATION, THE STOCKHOLDERS LISTED ON SCHEDULE A THERETO, AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF TD AMERITRADE HOLDING CORPORATION.”
	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

	(i) the R Parties shall initially have the right to designate three R Directors to be nominated for election (each of whom shall be assigned to a different class of directors, as designated by the R Parties), and the total number of R Directors that the R Parties are entitled to so designate shall be subsequently adjusted from time to time pursuant to paragraphs (c) and (f) below;
	(ii) TD shall initially have the right to designate five TD Directors to be nominated for election (one of whom shall be a Class I Director, two of whom shall be Class II Directors and two of whom shall be Class III Directors, as designated by TD), and the total number of TD Directors that TD is entitled to so designate shall be subsequently adjusted from time to time pursuant to paragraphs (d) and (g) below;
	(iii) the individual then serving as chief executive officer of the Company, for so long as such individual holds such position (who shall be a Class I Director); and
	(iv) initially, three Outside Independent Directors designated in accordance with Section 4.2(a) and thereafter, a number of Outside Independent Directors equal to three plus such number of additional Outside Independent Directors, if any, entitled to be designated from time to time pursuant to paragraphs (f) and (g) below (after giving effect to any reductions in such number of additional Outside Independent Directors required by paragraphs (f)(iv) or (g)(iv) below), in each case designated or appointed as provided in Section 4.2.

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		Total Number of
R Party Ownership Level		R Directors
Greater than 20.83%		3
Greater than 12.50% to 20.83%		2
Greater than 4.17% to 12.50%		1
4.17% or less		0

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		Total Number of
TD Ownership Level		TD Directors
Greater than 37.5%		5
Greater than 29.17% to 37.5%		4
Greater than 20.83% to 29.17%		3
Greater than 12.50% to 20.83%		2
Greater than 4.17% to 12.50%		1
4.17% or less		0

	(i) prior to the first anniversary of the most recent Measurement Date, such party must attain an Ownership Percentage representing an increase in such party’s Ownership Percentage of at least 33.3% of the Shortfall Amount as of such Measurement Date;
	(ii) prior to the second anniversary of the most recent Measurement Date, such party must attain an Ownership Percentage representing an increase in such party’s Ownership Percentage of at least 66.7% of the Shortfall Amount as of such Measurement Date; and
	(iii) prior to the third anniversary of the most recent Measurement Date, such party must reacquire Beneficial Ownership of Voting Securities representing at least 100% of the Shortfall Amount as of such Measurement Date.
	(i) No party shall designate a director who (i) has been removed for cause from the Board, or (ii) has ever been convicted of a felony, or (iii) is or, within ten years prior to the date of designation, has been subject to any permanent injunction for violation of any federal or state securities law.

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	(i) securities underwriting, placement, dealing, investment banking, financial structuring, securitization or syndication;
	(ii) acquiring Beneficial Ownership of any equity interest in any Person pursuant to normal course broker/ dealer activity;
	(iii) originating, arranging, purchasing, selling or dealing in secured or unsecured loans, conditional sales agreements, capital and other leases, debt instruments, or any participation interests in any of the foregoing and any liquidity, credit enhancement or hedging facilities related to any of the foregoing or to any of the activities covered in paragraph (i) above;
	(iv) investments made by hedge funds, investment funds and similar pooled investment vehicles in which TD or its Affiliates participate as a limited partner or as a member of a limited liability company and in any such case do not control the management of such entity;
	(v) actions taken to secure or collect debts or other obligations previously contracted by TD or its Affiliates in the ordinary course of their business (including any foreclosure, realization, repossession, liquidation or management of any securities or other collateral pursuant thereto);
	(vi) full-service brokerage operations conducted by Toronto-Dominion Holdings (USA) Inc. and its Subsidiaries, to the extent that such services are provided solely in support of and as a complement to (and not operated separately from) Toronto-Dominion Holdings (USA) Inc.’s and its Subsidiaries’ other investment banking and broker-dealer businesses, but in all cases excluding the provision of securities brokerage services to retail investors and investment advisors which services are offered primarily through the internet or other on-line media;
	(vii) securities brokerage activities, including offering and selling shares of open and closed end mutual funds (including exchange traded funds, but in all cases excluding the provision of securities brokerage services to retail investors and investment advisors which services are offered primarily through the internet or other on-line media), conducted or carried on by (x) TD Banknorth Inc., (y) any insured depository institution (as such term is defined in 12 U.S.C. § 1813(c)(2) or any successor provision) or holding company thereof of which TD Banknorth Inc. or TD acquires control (as such term is defined in 12 U.S.C. § 1841(a)(2) or any successor provision) or (z) any of the respective Subsidiaries of the entities described in the preceding clauses (x) and (y); and
	(viii) purchasing, holding, selling or otherwise dealing in securities of other Persons in the various capacities listed in the definition of “Ordinary Course Securities” set forth in this Agreement (other than the brokerage capacities listed in such definition, to the extent any such activity would constitute engaging in the Business).

	(i) TD or its applicable Affiliate shall, as promptly as practicable but in any event within three months of the date of completion of such Incidental Acquisition, offer to contribute the acquired

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	Competing Entity to the Company in exchange for an aggregate number of shares of Common Stock and/or an amount in cash equal to the Appraised Value, determined as of the date of consummation of such Incidental Acquisition. The determination of the form of consideration payable to TD in connection with any such contribution shall be made by the Non-TD Directors Committee, provided that such consideration must be paid in cash to the extent that payment in Common Stock would result in TD Beneficially Owning Voting Securities representing more than the TD Ownership Limitation Percentage. Within one month after receipt of TD’s offer to contribute the acquired Competing Entity, an Appraiser or Appraisers shall be selected in accordance with the procedures set forth in paragraph (v) below.
	(ii) During the three-month period following the determination of the Appraised Value of the acquired Competing Entity, the Non-TD Directors Committee shall determine whether or not to cause the Company to purchase the acquired Competing Entity for the consideration set forth above. If the Non-TD Directors Committee determines that the Company shall purchase the acquired Competing Entity, the Company and TD shall cooperate and use their reasonable best efforts to cause the purchase to be consummated as promptly as practicable thereafter. In the event that the Non-TD Directors Committee determines that the Company shall not purchase the acquired Competing Entity, or in the event that the purchase of the acquired Competing Entity is not consummated by the Company for any reason within one year after the date on which the Non-TD Directors Committee determined that the Company shall purchase the acquired Competing Entity (including failure to obtain the necessary regulatory approvals), then TD shall use its commercially reasonable efforts to dispose of the acquired Competing Entity, or of such assets (including stock of Subsidiaries) of such Competing Entity as would cause it to cease to constitute a Competing Entity, within two years of the date on which the Non-TD Directors Committee determined that the Company shall not purchase the acquired Competing Entity or the date on which the proposed purchase of the acquired Competing Entity by the Company was terminated or abandoned, as applicable. During such two-year period, TD may hold and operate the acquired Competing Entity either separately or combined with other TD operations.
	(iii) If during the two-year period referred to in paragraph (ii) above TD is not able to dispose of, or enter into a binding definitive agreement to dispose of, such acquired Competing Entity for a purchase price equal to 90% or more of its Appraised Value determined pursuant to paragraph (v) below despite TD’s exercise of commercially reasonable efforts to effect such a disposition, then TD or such Affiliate may thereafter elect to either dispose of such Competing Entity or operate such Competing Entity independently of the Company and without restriction on its business or operations, except TD shall again comply with this Section 5.4 with respect to any subsequent Incidental Acquisition effected by TD or its Affiliates either directly or through such previously acquired Competing Entity.
	(iv) The number of shares of Common Stock issuable to TD or its Affiliates in exchange for any contribution of a Competing Entity pursuant to this Section 5.4 shall be determined based on the Fair Market Value of the Common Stock using the date of completion of such contribution as the determination date therefor.
	(v) All determinations of the Appraised Value of a Competing Entity shall be determined as follows:

(A) The Non-TD Directors Committee shall select an Independent Investment Banking Firm to act as the Appraiser, subject to TD’s approval, which shall not be unreasonably withheld or delayed. The fees and expenses of such Independent Investment Banking Firm shall be shared equally by TD and the Company. The Company will instruct the Appraiser to complete the valuation as quickly as possible, but in any event within 20 Business Days of its engagement, to conform its valuation to the definition of “Appraised Value” set forth in this Agreement, and to state the Appraised Value as a number and not a range. The valuation of such Independent Investment Banking Firm shall be binding upon TD and the Company.

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(B) If TD and the Non-TD Directors Committee do not mutually agree upon an Independent Investment Banking Firm within 10 Business Days after receipt of TD’s offer to contribute the acquired Competing Entity, then within 5 Business Days of such 10th Business Day, each of TD and the Company shall engage its own Independent Investment Banking Firm to perform a valuation as an Appraiser. Each of TD and the Company will instruct its Appraiser to complete the valuation as quickly as possible, but in any event within 20 Business Days of its engagement, to conform its valuation to the definition of “Appraised Value” set forth in this Agreement, and to state the Appraised Value as a number and not a range. Each of TD and the Company will, after receipt of TD’s offer to contribute the acquired Competing Entity, pay the fees and expenses of the Appraiser engaged by such party. If the lower Appraised Value determined by one of such Independent Investment Banking Firms is no more than 15% lower than the Appraised Value determined by the other Independent Investment Banking Firm, then the Appraised Value shall be deemed to be the average of the two Appraised Values. If the lower Appraised Value is more than 15% lower than the higher Appraised Value, then within 5 Business Days of the date that the second of the two Appraised Values was determined, the two Independent Investment Banking Firms will select, and TD and the Company will jointly engage, a third Independent Investment Banking Firm. The third Independent Investment Banking Firm will be instructed by TD and the Company to complete its valuation within 15 Business Days of the date of its engagement, to determine the valuation in accordance with the definition of “Appraised Value” set forth in this Agreement, and to state the Appraised Value as a number and not a range. The Appraised Value will then be the average of the two Appraised Values that are closest together, with the third Appraised Value being disregarded. The fees and expenses of any Independent Investment Banking Firm engaged jointly by TD and the Company shall be shared by TD and the Company equally. The Appraised Value as determined pursuant to the foregoing procedures shall be binding on TD and the Company for all purposes of this Agreement.

	(vi) Any action required to be taken by the Company pursuant to this Section 5.4(b) shall be taken by the Non-TD Directors Committee.

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	(i) the provisions of Section 2.1 shall terminate with respect to TD and the R Parties, but TD and its Affiliates may acquire Beneficial Ownership of Voting Securities representing more than the TD Ownership Limitation Percentage, and the R Parties may acquire Beneficial Ownership of Voting Securities representing more than the R Party Ownership Limitation Percentage, in each case only pursuant to a tender offer, exchange offer, merger or other business combination involving the acquisition or offer to acquire 100% of the Common Stock not owned by TD and its Affiliates or the R Parties, as applicable, which (A) is conditioned upon the receipt of Unaffiliated Stockholder Approval (provided that, for purposes of this Section 6.3(d)(i) only, for purposes of determining whether Unaffiliated Stockholder Approval has been received, shares of Common Stock Beneficially Owned by any R Party (in addition to TD and its Affiliates) shall be excluded from such calculation entirely) and (B) in the case of any such transaction to be effected by means of a tender or exchange offer, includes a commitment by TD or such Affiliate or the R Parties, as applicable, to promptly consummate a merger (which may be a short-form merger) to acquire any remaining shares of Common Stock at the same price in the event it obtains, pursuant to such tender or exchange offer, such level of ownership of such classes of Capital Stock that would be sufficient to effect a merger pursuant to Section 251 or Section 253 of the DGCL or any successor provision;
	(ii) the provisions of Sections 2.3, 5.1, 5.2, 5.5, 5.7, and Articles I, III, IV and VI shall continue in effect in accordance with their terms; and
	(iii) Following the expiration of such Post-Termination Period, all such provisions that survived during such Post-Termination Period shall terminate in their entirety, except for this Section 6.3 and Sections 5.1, 6.7 and 6.12, which shall survive in accordance with their terms.

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	4211 South 102nd Street
	Omaha, Nebraska 68127
	Attention: Chief Executive Officer
	Fax: (402) 827-8806

	6940 Columbia Gateway Drive, Suite 200
	Columbia, Maryland 21046
	Attention: General Counsel
	Fax:

	Wilson Sonsini Goodrich & Rosati
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304
	Attention: Larry W. Sonsini
	Fax: (650) 493-6811

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	Mayer, Brown, Rowe & Maw LLP
	71 South Wacker Drive
	Chicago, Illinois 60606
	Attention: Joseph P. Collins
	Fax: (312) 706-9191

	TD Tower, 66 Wellington Street West
	Toronto, Ontario M5K 1A2
	Attention: General Counsel
	Fax: (416) 308-1943

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attention: Lee Meyerson
	Fax: (212) 455-2502

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	Ameritrade Holding Corporation

	By:	/s/ Joseph H. Moglia _______________________________________ Name:     Joseph H. Moglia Title:     Chief Executive Officer

	The Toronto-Dominion Bank

	By:	/s/ David Livingston _______________________________________ Name:     David Livingston Title:     Executive Vice President,                Corporate Development

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	J. Joe Ricketts
	/s/ J. Joe Ricketts
	Marlene M. Ricketts
	/s/ Marlene M. Ricketts
	Marlene M. Ricketts 1994 Dynasty Trust

	By:	/s/ J. Joe Ricketts

	Name: J. Joe Ricketts
	Title:   Trustee
	J. Joe Ricketts 1994 Dynasty Trust

	By:	/s/ Marlene M. Ricketts _______________________________________ Name: Marlene M. Ricketts Title:   Trustee

	Ricketts Grandchildren Trust

	By:	/s/ Craig V. McGarry

	_______________________________________ Name: Craig V. McGarry Title:   Senior Vice President

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			Number of Shares of
			Common Stock
Name and Address			Beneficially Owned
J. Joe Ricketts(1)				73,195,853
	c/o Ameritrade Holding Corporation 4211 South 102nd Street Omaha, Nebraska 68127 Fax: (402) 827-8806
Marlene M. Ricketts(2)				332,352
	c/o Ameritrade Holding Corporation 4211 South 102nd Street Omaha, Nebraska 68127 Fax: (402) 827-8806
J. Joe Ricketts 1994 Dynasty Trust				8,186,688
	c/o Ameritrade Holding Corporation 4211 South 102nd Street Omaha, Nebraska 68127 Fax: (402) 827-8806
Marlene M. Ricketts 1994 Dynasty Trust				8,186,112
	c/o Ameritrade Holding Corporation 4211 South 102nd Street Omaha, Nebraska 68127 Fax: (402) 827-8806
Ricketts Grandchildren Trust				19,008,000
	c/o First National Bank of Omaha, Head of Trust 1620 Dodge Street Omaha, Nebraska 68102 Fax: (402) 633-3316

(1)	Shares beneficially owned by Mr. Ricketts consist of 67,609,988 shares held by Mr. Ricketts jointly with Mrs. Ricketts in brokerage margin accounts; 332,352 shares held in the J. Ricketts IRA; 5,153 shares held by Mr. Ricketts in a 401(k) account; 2,475,000 shares owned by Mr. Ricketts but pledged as collateral; and 2,773,360 shares issuable upon the exercise of options. Shares beneficially owned by Mr. Ricketts do not include shares held by Mrs. Ricketts individually and disclosed in Note (2) below. Shares held by Mr. and Mrs. Ricketts jointly in brokerage margin accounts include 417,203 shares deposited in such accounts on or about June 27, 2005.
(2)	Shares beneficially owned by Mrs. Ricketts consist of 332,352 shares held in the M. Ricketts IRA. Shares beneficially owned by Mrs. Ricketts do not include shares held by Mr. Ricketts individually or with Mr. Ricketts jointly and, in either case, disclosed in Note (1) above.

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	(a) On and after date that a Participant has a fully earned and vested right to the shares comprising a Stock Award, and the shares have been distributed to the Participant, the Participant shall have all dividend rights (and other rights) of a stockholder with respect to such shares.
	(b) Prior to the date that a Participant has a fully earned and vested right to the shares comprising a Stock Award, the Board or the Committee, in its sole discretion, may award Dividend Rights (as defined below) with respect to such shares.
	(c) On and after the date that a Participant has a fully earned and vested right to the shares comprising a Stock Award, but before the shares have been distributed to the Participant, the Participant shall be entitled to Dividend Rights with respect to such shares, at the time and in the form determined by the Board or the Committee.

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	(a) The Board or the Committee will compare the actual performance to the performance measures established for the Performance Period and determine the number of units as to which settlement is to be made, and the value of such units.
	(b) Settlement of units earned shall be wholly in cash, wholly in Stock or in a combination of the two, to be distributed in a lump sum or installments, as determined by the Board or the Committee.

	(i) For Performance Units stated in units representing shares of Stock when granted, one share of Stock will be distributed for each unit earned, or cash will be distributed for each unit earned equal to either (A) the Fair Market Value of a share of Stock at the end of the Performance Period or (B) the average Stock value over a period determined by the Board or the Committee.
	(ii) For Performance Units stated in cash when granted, the value of each unit earned will be distributed in its initial cash value, or shares of Stock will be distributed based on the cash value of the units earned divided by (A) the Fair Market Value of a share of Stock at the end of the Performance Period or (B) the average Stock value over a period determined by the Board or the Committee.

	(c) Shares of Stock distributed in settlement of the units shall be subject to such vesting requirements and other conditions, if any, as the Board or the Committee shall determine.

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	(a) the ten-year anniversary of the date on which the Award is granted;
	(b) if the Participant’s termination of employment with the Company occurs on account of disability (as defined below), the one-year anniversary of such termination of employment;
	(c) if the Participant’s termination of employment with the Company occurs by reason of retirement (as defined below), the one-year anniversary of such termination of employment;
	(d) the one-year anniversary of the Participant’s death;
	(e) if the Participant’s termination of employment with the Company occurs for reasons other than retirement, death or disability, the three-month anniversary of such termination of employment; or
	(f) in the case of any Option which is intended to constitute an Incentive Stock Option, the last day on which such Option may be exercised in accordance with the provisions of section 422 of the Code.

	(a) Notwithstanding any other provision of the Plan, Ameritrade shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.
	(b) In the case of a Participant who is subject to Section 16(a) and 16(b) of the Exchange Act, the Board or the Committee may, at any time, add such conditions and limitations to any Award to such Participant, or any feature of any such Award, as the Board or the Committee, in its sole

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	discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations thereunder or to obtain any exemption therefrom.
	(c) To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Stock, the transfer of such shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

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	(a) Upon his election to the Board for his first term, each Non-Employee Director shall be awarded an Option to purchase such number of shares of Stock as determined by the Chairman of the Board; provided, however, that such award shall be approved by the Board.
	(b) At such times as the Board shall determine, each Non-Employee Director shall be awarded an Option to purchase that number of shares of Stock determined by the Board and approved by the members of the Board other than those receiving the grant of an Option pursuant to this paragraph (b). In determining the number of shares of Stock subject to an Option under this paragraph (b), the Board may take into account such objective or subjective factors as it determines appropriate.

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	(a) On and after date that a Non-Employee Director has a fully earned and vested right to the shares comprising a Stock Award, and the shares have been distributed to the Non-Employee Director, the Non-Employee Director shall have all dividend rights (and other rights) of a stockholder with respect to such shares.
	(b) Prior to the date that a Non-Employee Director has a fully earned and vested right to the shares comprising a Stock Award, the Committee, in its sole discretion, may award Dividend Rights (as defined below) with respect to such shares.
	(c) On and after the date that a Non-Employee Director has a fully earned and vested right to the shares comprising a Stock Award, but before the shares have been distributed to the Non-Employee Director, the Non-Employee Director shall be entitled to Dividend Rights with respect to such shares, at the time and in the form determined by the Committee.

	(a) the ten-year anniversary of the date on which the award is granted; or
	(b) the one-year anniversary of the date on which the Non-Employee Director’s service as a director of the Company terminates for cause.

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	(a) For each Award Year, a “Cash Retainer” shall be payable to each individual who is a Non-Employee Director as of the first day of the Award Year in an amount equal to one-half of the Retainer for the Award Year; and
	(b) For each Award Year, a “Stock Retainer” shall be payable to each individual who is a Non-Employee Director as of the first day of the Award Year in an amount equal to one-half of the Retainer for the Award Year, which Stock Retainer shall be payable in shares of Stock having a Fair Market Value equal to the Stock Retainer, with the Fair Market Value of any fractional share payable in cash.
	(c) Notwithstanding the foregoing, if a Non-Employee Director has met the specified requirements of the Ameritrade Holding Corporation Equity Ownership and Disposition Guidelines, the Non-Employee Director may elect to receive all or any portion of the Stock Retainer in cash. The portion of a Non-Employee Director’s retainer which is paid in cash pursuant to this paragraph (c) shall be treated as part of the Cash Retainer.

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	(a) the amount of the Eligible Cash Payments which the Non-Employee Director has elected to have paid to him in shares of Stock;
	DIVIDED BY
	(b) the Fair Market Value of a share of Stock as of the date on which such Eligible Cash Payments would otherwise have been payable to the Non-Employee Director; provided, however, that in the case of Eligible Cash Payments which were payable (i) for the 2003 Award Year to individuals who were Non-Employee Directors as of the first day of the 2003 Award Year and (ii) on or prior to October 11, 2002, Fair Market Value under this paragraph (b) shall be determined as of October 1, 2002.

	(a) a Deferral Election which is filed within 30 days of the date on which a director first becomes a Non-Employee Director shall be effective with respect to all Eligible Deferral Amounts otherwise payable to him for periods after the date on which the Deferral Election is filed; and
	(b) by notice filed with the Committee in accordance with uniform and nondiscriminatory rules established by it, a director may terminate or modify any Deferral Election as to Eligible Deferral Amounts payable for services rendered after the last day of the fiscal year in which such notice is filed with the Committee; provided, however, that no modification may be made to the Distribution Date unless the Non-Employee Director shall file such notice with the Committee at least six months prior thereto.

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	(a) As of the first day of each fiscal quarter occurring after the Effective Date (which dates are referred to herein as “Accounting Dates”), the Non-Employee Director’s Cash Subaccount shall be adjusted as follows:

	(i) first, the amount of any distributions from the Cash Subaccount made since the last preceding Accounting Date shall be charged to the Cash Subaccount;
	(ii) next, the balance of the Cash Subaccount after adjustment in accordance with subparagraph (i) above shall be credited with interest since the last preceding Accounting Date computed at the prime rate as reported by The Wall Street Journal for such date, or if such date is not a business day, for the next preceding business day; and
	(iii) finally, after adjustment in accordance with the foregoing provisions of this subsection 10.2, the Cash Subaccount shall be credited with the Deferred Compensation otherwise payable to the Non-Employee Director since the last preceding Accounting Date which is to be credited to the Cash Subaccount.

	(b) The Non-Employee Director’s Company Stock Subaccount shall be adjusted as follows:

	(i) as of any date on or after the Effective Date on which Eligible Deferral Amounts would have been payable to the Non-Employee Director in Stock but for his or her Deferral Election, the Non-Employee Director’s Company Stock Subaccount shall be credited with that number of stock units (“Stock Units”) equal to the number of shares of Stock to which he would have been entitled as of the applicable date;
	(ii) as of the date on which shares of Stock are distributed to the Non-Employee Director in accordance with subsection 10.3 below, the Company Stock Subaccount shall be charged with an equal number of Stock Units; and
	(iii) as of the record date for any dividend paid on Stock, the Company Stock Subaccount shall be credited with that number of additional Stock Units which is equal to the number obtained by multiplying the number of Stock Units then credited to the Company Stock Subaccount by the amount of the cash dividend or the fair market value (as determined by the Board of Directors) of any dividend in kind payable on a share of Stock, and dividing that product by the then Fair Market Value of a share of Stock.

	In the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, each Non-Employee Director’s Company Stock Subaccount shall be equitably adjusted in such manner consistent with subsection 5.3

	(a) The cash portion to be paid as of the Distribution Date or any anniversary thereof and charged to the Cash Subaccount shall be equal to the balance of the Cash Subaccount multiplied by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment.

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(b) The Stock portion to be paid as of the Distribution Date or any anniversary thereof and charged to the Company Stock Subaccount shall be distributed in whole shares of Stock, the number of shares of which shall be determined by rounding to the next highest integer the product obtained by multiplying the number of Stock Units then credited to the Non-Employee Director’s Company Stock Subaccount by a fraction, the numerator of which is one and the denominator of which is the number of remaining payments to be made, including such payment.

	(a) Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan

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	unless such delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.
	(b) To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Stock, the transfer of such shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

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	(a) Any “person” (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes a beneficial owner, directly or indirectly, of stock of the Company representing 30 percent or more of the total voting power of the Company’s then outstanding stock.
	(b) A tender offer (for which a filing has been made with the Securities Exchange Commission (“SEC”) which purports to comply with the requirements of Section 14(d) of the Exchange Act and the corresponding SEC rules) is made for the stock of the Company, which has not been negotiated and approved by the Board. In case of a tender offer described in this paragraph (b), the Change in Control will be deemed to have occurred upon the first to occur of (i) any time during the offer when the person (using the definition in (a) above) making the offer owns or has accepted for payment stock of the Company with 25 percent or more of the total voting power of the Company’s stock, or (ii) three business days before the offer is to terminate unless the offer is withdrawn first, if the person making the offer could own, by the terms of the offer plus any shares owned by this person, stock with 50 percent or more of the total voting power of the Company’s stock when the offer terminates.
	(c) Individuals who were the Board’s nominees for election as directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board following the election.”

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