exv4w1






Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE




Dated as of November 25, 2009




Among




TD AMERITRADE HOLDING CORPORATION,

As Issuer




TD AMERITRADE ONLINE HOLDINGS CORP.,

As Subsidiary Guarantor




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL

ASSOCIATION,

As Trustee




2.950% Senior Notes Due 2012




4.150% Senior Notes Due 2014




5.600% Senior Notes Due 2019




 









 





     THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of November 25,
2009, among TD AMERITRADE HOLDING CORPORATION, a Delaware corporation (“Company”), TD AMERITRADE
ONLINE HOLDINGS CORP., a Delaware corporation and wholly-owned subsidiary of the Company, as
guarantor (the “Subsidiary Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association duly incorporated and existing under the laws of the
United States of America (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Company, the Subsidiary Guarantor and the Trustee have heretofore executed and
delivered an Indenture, dated as of November 19, 2009 (the “Original Indenture” and, as hereby
supplemented, the “Indenture”), providing for the issuance from time to time of one or more series
of the Company’s Securities;



     WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the
establishment of three series of Securities to be designated as the “2.950% Senior Notes due 2012”
(herein referred to as the “2012 Notes”), “4.150% Senior Notes due 2014” (herein referred to as the
“2014 Notes”) and the “5.600% Senior Notes due 2019” (herein referred to as the “2019 Notes” and,
together with the 2012 Notes and 2014 Notes, the “Notes”), the forms and substance of the 2012
Notes, 2014 Notes and 2019 Notes and the terms, provisions and conditions thereof to be set forth
as provided in the Original Indenture and this Supplemental Indenture;



     WHEREAS, Section 2.03 of the Original Indenture provides that various matters with respect to
any series of Securities issued under the Indenture may be established in an indenture supplemental
to the Indenture;



     WHEREAS, Sections 9.01(vii) and 9.01(xi) of the Original Indenture provide that the Company,
each Subsidiary Guarantor and the Trustee may enter into an indenture supplemental to the Indenture
to establish the form or terms of Securities and Note Guarantees of any series as permitted by the
Original Indenture; and



     WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed
and delivered, a valid, binding and legal instrument in accordance with its terms and for the
purposes herein expressed, have been done and performed; and the execution and delivery of this
Supplemental Indenture have been in all respects duly authorized.



     NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes
by the Holders thereof, and for the purpose of setting forth, as provided in the Original
Indenture, the form and substance of the Notes, it is agreed by and among the Company, the
Subsidiary Guarantor, and the Trustee as follows:



ARTICLE ONE




Relation to Indenture; Additional Definitions




     1.01 Relation to Indenture. This Supplemental Indenture constitutes an integral part of the
Indenture.



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     1.02 Additional Definitions. For all purposes of this Supplemental Indenture, capitalized
terms used herein shall have the respective meanings specified below or in the Original Indenture,
as the case may be.




     “Broker-Dealer Subsidiary” means any Subsidiary of the Company that (a) is a
“registered broker and/or dealer” under the Securities Exchange Act of 1934, as amended, or
under any similar foreign law or regulatory regime established for the registration of
brokers and/or dealers of securities and/or (b) is required to be registered under the
Commodity Exchange Act of 1936, as amended, or under any similar regulatory regime
established for the registration of operators, merchants, brokers and/or dealers of
commodities, including, but not limited to, future commissions merchants introducing brokers
and commodity pool operators.




     “Comparable Treasury Issue” means that United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the 2012 Notes,
2014 Notes or 2019 Notes, as applicable, to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of
corporate notes of comparable maturity to the remaining term of the 2012 Notes, 2014 Notes
or 2019 Notes, as applicable.




     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average
of four Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.




     “Interest Payment Dates” means June 1 and December 1 of each year, or if any such day
is not a Business Day, the next succeeding Business Day, until maturity, beginning on June
1, 2010.




     “Note Registrar” means The Bank of New York Mellon Trust Company, National Association,
hereby appointed as an agency of the Company in accordance with Section 2.05 of the Original
Indenture.




     “Original Indenture” has the meaning set forth in the first paragraph of the Recitals
hereof.




     “Original Issue Date” means November 25, 2009.




     “Permitted Liens” means (i) liens created by or resulting from claims against the
Company for taxes or assessment or other governmental charges or levies (a) that are not
then due and delinquent, (b) the validity of which is being contested in good faith or (c)
which are less than $1,000,000 in amount; (ii) liens created by or resulting from any
litigation or legal proceedings which are being contested in good faith by the Company by
appropriate proceedings or which involve claims against the Company of less than $1,000,000;
(iii) deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and (iv)
such other liens as the Board of Directors of the Company determines will not materially
detract from or interfere with the present value or control by the Company of



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the Voting Stock subject thereto.




     “Quotation Agent” means a Reference Treasury Dealer appointed by the Company.




     “Reference Treasury Dealer” means (i) each of Banc of America Securities LLC and
Citigroup Global Markets Inc. or any of their respective affiliates that is a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), and their
respective successors, provided, however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Company, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption
date.




     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.




     “2012 Maturity Date” has the meaning set forth in Section 2.03.




     “2012 Notes” has the meaning set forth in the second paragraph of the Recitals hereof.




     “2014 Maturity Date” has the meaning set forth in Section 3.03.




     “2014 Notes” has the meaning set forth in the second paragraph of the Recitals hereof.




     “2019 Maturity Date” has the meaning set forth in Section 4.03.




     “2019 Notes” has the meaning set forth in the second paragraph of the Recitals hereof.



     All references herein to Articles, Sections or Exhibits, unless otherwise specified, refer to
the corresponding Articles, Sections or Exhibits of this Supplemental Indenture. The terms
“herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental
Indenture.



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ARTICLE TWO




The Series of 2012 Notes




     2.01 Title of the 2012 Notes. The 2012 Notes shall be designated as the “2.950% Senior Notes
due 2012.”



     2.02 Limitation on Aggregate Principal Amount. The aggregate principal amount of 2012 Notes
that may initially be outstanding shall not exceed $250,000,000. The aggregate principal amount of
the 2012 Notes may be increased in the future with no limit, without the consent of the Holders of
the 2012 Notes, on the same terms and with the same CUSIP and ISIN numbers as the 2012 Notes,
except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date
and the initial interest accrual date, provided that no Event of Default with respect to the 2012
Notes shall have occurred and be continuing and no additional 2012 Notes may be issued unless they
will be fungible with the 2012 Notes issued on the Original Issue Date for U.S. federal income tax
and securities law purposes.



     2.03 Stated Maturity. The stated maturity of the 2012 Notes shall be December 1, 2012 (the
“2012 Maturity Date”).



     2.04 Principal, Interest and Interest Rate.



     (a) The principal of the 2012 Notes shall be due on the 2012 Maturity Date.



     (b) The unpaid principal amount of the 2012 Notes shall bear interest at the rate of 2.950%
per annum, from and including their Original Issue Date, or from the most recent Interest Payment
Date on which interest has been paid or provided for, but excluding, the 2012 Maturity Date. Such
interest shall be payable semiannually in arrears, on the Interest Payment Dates of June 1 and
December 1 in each year, commencing on June 1, 2010. Interest accrued on the 2012 Notes from the
last Interest Payment Date before the 2012 Maturity Date shall be payable on the 2012 Maturity
Date.



     (c) The interest so payable on any Interest Payment Date shall be paid to the Persons in whose
names the 2012 Notes are registered at the close of business on the record date for such Interest
Payment Date, being the immediately preceding May 15 and November 15, as the case may be, whether
or not such day is a Business Day, provided, that interest payable on the 2012 Maturity Date or
upon redemption will be paid to the Person to whom principal is payable.



     (d) The Company will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of 2.950% to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at a rate
that is 1% per annum in excess of 2.950% to the extent lawful.



     2.05 Place of Payment. The place or places where the principal of and interest or redemption
price on the 2012 Notes shall be payable is the office or agency of the Company maintained for such
purpose, which shall initially be the Corporate Trust Office of the Trustee,



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and any other place or places designated by the Company pursuant to the Indenture, provided
that while the 2012 Notes are represented by one or more Registered Global Securities registered in
the name of the Depositary, or its nominee, the Company will cause payments of principal and
interest on such Registered Global Securities to be made to the Depositary or its nominee, as the
case may be, by wire transfer to the extent, in the funds and in the manner required by agreements
with, or regulations or procedures prescribed from time to time by the Depositary or its nominee,
and otherwise in accordance with such agreements, regulations or procedures.




     2.06 Place of Registration or Exchange; Notices and Demands With Respect to the 2012 Notes.
The place where the Holders of the 2012 Notes may present the 2012 Notes for registration of
transfer or exchange and may make notices and demands to or upon the Company in respect of the 2012
Notes shall be the Corporate Trust Office of the Trustee.



     2.07 Registered Global Security for the 2012 Notes.



     (a) The 2012 Notes shall be issuable in whole or in part in the form of one or more Registered
Global Securities in definitive, full registered, book-entry form, without interest coupons,
registered in the name of the Depositary or its nominee. The Registered Global Security for the
2012 Notes shall be deposited on its Original Issue Date with, or on behalf of, the Depositary.



     (b) The Depository Trust Company (“DTC”) shall initially serve as Depositary with respect to
the Registered Global Security for the 2012 Notes. Such Registered Global Security shall bear the
legend set forth in the form of 2012 Note attached as Exhibit A.



     2.08 Form of Securities. The Registered Global Security for the 2012 Notes shall be
substantially in the form attached as Exhibit A, and the Note Guarantee shall be endorsed thereon.



     2.09 Note Registrar. The Trustee shall initially serve as the Note Registrar for the 2012
Notes.



     2.10 Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any
2012 Notes pursuant to any sinking fund or analogous requirement.



     2.11 Denominations. The 2012 Notes shall be issued in denominations of $2,000, or any
integral multiple of $1,000 in excess thereof.



ARTICLE THREE




The Series of 2014 Notes




     3.01 Title of the 2014 Notes. The 2014 Notes shall be designated as the “4.150% Senior Notes
due 2014.”



     3.02 Limitation on Aggregate Principal Amount. The aggregate principal amount of 2014 Notes
that may initially be outstanding shall not exceed $500,000,000. The aggregate



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principal amount of the 2014 Notes may be increased in the future with no limit, without the
consent of the Holders of the 2014 Notes, on the same terms and with the same CUSIP and ISIN
numbers as the 2014 Notes, except for the issue price, Original Issue Date and, if applicable, the
first Interest Payment Date and the initial interest accrual date, provided that no Event of
Default with respect to the 2014 Notes shall have occurred and be continuing and no additional 2014
Notes may be issued unless they will be fungible with the 2014 Notes issued on the Original Issue
Date for U.S. federal income tax and securities law purposes.




     3.03 Stated Maturity. The stated maturity of the 2014 Notes shall be December 1, 2014 (the
“2014 Maturity Date”).



     3.04 Interest and Interest Rate.



     (a) The principal of the 2014 Notes shall be due on the 2014 Maturity Date.



     (b) The unpaid principal amount of the 2014 Notes shall bear interest at the rate of 2.950%
per annum, from and including their Original Issue Date, or from the most recent Interest Payment
Date on which interest has been paid or provided for, but excluding, the 2014 Maturity Date. Such
interest shall be payable semiannually in arrears, on the Interest Payment Dates of June 1 and
December 1 in each year, commencing on June 1, 2010. Interest accrued on the 2014 Notes from the
last Interest Payment Date before the 2014 Maturity Date shall be payable on the 2014 Maturity
Date.



     (c) The interest so payable on any Interest Payment Date shall be paid to the Persons in whose
names the 2014 Notes are registered at the close of business on the record date for such Interest
Payment Date, being the immediately preceding May 15 and November 15, as the case may be, whether
or not such day is a Business Day, provided, that interest payable on the 2014 Maturity Date or
upon redemption will be paid to the Person to whom principal is payable.



     (d) The Company will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of 4.150% to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at a rate
that is 1% per annum in excess of 4.150% to the extent lawful.



     3.05 Place of Payment. The place or places where the principal of and interest or redemption
price on the 2014 Notes shall be payable is the office or agency of the Company maintained for such
purpose, which shall initially be the Corporate Trust Office of the Trustee, and any other place or
places designated by the Company pursuant to the Indenture, provided that while the 2014 Notes are
represented by one or more Registered Global Securities registered in the name of the Depositary,
or its nominee, the Company will cause payments of principal and interest on such Registered Global
Securities to be made to the Depositary or its nominee, as the case may be, by wire transfer to the
extent, in the funds and in the manner required by agreements with, or regulations or procedures
prescribed from time to time by the Depositary or its nominee, and otherwise in accordance with
such agreements, regulations or procedures.



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     3.06 Place of Registration or Exchange; Notices and Demands With Respect to the 2014 Notes.
The place where the Holders of the 2014 Notes may present the 2014 Notes for registration of
transfer or exchange and may make notices and demands to or upon the Company in respect of the 2014
Notes shall be the Corporate Trust Office of the Trustee.



     3.07 Registered Global Security for the 2014 Notes.



     (a) The 2014 Notes shall be issuable in whole or in part in the form of one or more Registered
Global Securities in definitive, full registered, book-entry form, without interest coupons,
registered in the name of the Depositary or its nominee. The Registered Global Security for the
2014 Notes shall be deposited on its Original Issue Date with, or on behalf of, the Depositary.



     (b) DTC shall initially serve as Depositary with respect to the Registered Global Security for
the 2014 Notes. Such Registered Global Security shall bear the legend set forth in the form of
2014 Note attached as Exhibit B.



     3.08 Form of Securities. The Registered Global Security for the 2014 Notes shall be
substantially in the form attached as Exhibit B, and the Note Guarantee shall be endorsed thereon.



     3.09 Note Registrar. The Trustee shall initially serve as the Note Registrar for the 2014
Notes.



     3.10 Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any
2014 Notes pursuant to any sinking fund or analogous requirement.



     3.11 Denominations. The 2014 Notes shall be issued in denominations of $2,000, or any
integral multiple of $1,000 in excess thereof.



ARTICLE FOUR




The Series of 2019 Notes




     4.01 Title of the 2019 Notes. The 2019 Notes shall be designated as the “5.600% Senior Notes
due 2019.”



     4.02 Limitation on Aggregate Principal Amount. The aggregate principal amount of 2019 Notes
that may initially be outstanding shall not exceed $500,000,000. The aggregate principal amount of
the 2019 Notes may be increased in the future with no limit, without the consent of the Holders of
the 2019 Notes, on the same terms and with the same CUSIP and ISIN numbers as the 2019 Notes,
except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date
and the initial interest accrual date, provided that no Event of Default with respect to the 2019
Notes shall have occurred and be continuing and no additional 2019 Notes may be issued unless they
will be fungible with the 2019 Notes issued on the Original Issue Date for U.S. federal income tax
and securities law purposes.



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     4.03 Stated Maturity. The stated maturity of the 2019 Notes shall be December 1, 2019 (the
“2019 Maturity Date”).



     4.04 Interest and Interest Rate.



     (a) The principal of the 2019 Notes shall be due on the 2019 Maturity Date.



     (b) The unpaid principal amount of the 2019 Notes shall bear interest at the rate of 2.950%
per annum, from and including their Original Issue Date, or from the most recent Interest Payment
Date on which interest has been paid or provided for, but excluding, the 2019 Maturity Date. Such
interest shall be payable semiannually in arrears, on the Interest Payment Dates of June 1 and
December 1 in each year, commencing on June 1, 2010. Interest accrued on the 2019 Notes from the
last Interest Payment Date before the 2019 Maturity Date shall be payable on the 2019 Maturity
Date.



     (c) The interest so payable on any Interest Payment Date shall be paid to the Persons in whose
names the 2019 Notes are registered at the close of business on the record date for such Interest
Payment Date, being the immediately preceding May 15 and November 15, as the case may be, whether
or not such day is a Business Day, provided, that interest payable on the 2019 Maturity Date or
upon redemption will be paid to the Person to whom principal is payable.



     (d) The Company will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of 5.600% to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at a rate
that is 1% per annum in excess of 5.600% to the extent lawful.



     4.05 Place of Payment. The place or places where the principal of and interest or redemption
price on the 2019 Notes shall be payable is the office or agency of the Company maintained for such
purpose, which shall initially be the Corporate Trust Office of the Trustee, and any other place or
places designated by the Company pursuant to the Indenture, provided that while the 2019 Notes are
represented by one or more Registered Global Securities registered in the name of the Depositary,
or its nominee, the Company will cause payments of principal and interest on such Registered Global
Securities to be made to the Depositary or its nominee, as the case may be, by wire transfer to the
extent, in the funds and in the manner required by agreements with, or regulations or procedures
prescribed from time to time by the Depositary or its nominee, and otherwise in accordance with
such agreements, regulations or procedures.



     4.06 Place of Registration or Exchange; Notices and Demands With Respect to the 2019 Notes.
The place where the Holders of the 2019 Notes may present the 2019 Notes for registration of
transfer or exchange and may make notices and demands to or upon the Company in respect of the 2019
Notes shall be the Corporate Trust Office of the Trustee.



     4.07 Registered Global Security for the 2019 Notes.



     (a) The 2019 Notes shall be issuable in whole or in part in the form of one or more Registered
Global Securities in definitive, full registered, book-entry form, without interest



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coupons, registered in the name of the Depositary or its nominee. The Registered Global
Security for the 2019 Notes shall be deposited on its Original Issue Date with, or on behalf of,
the Depositary.




     (b) DTC shall initially serve as Depositary with respect to the Registered Global Security for
the 2019 Notes. Such Registered Global Security shall bear the legend set forth in the form of
2019 Note attached as Exhibit C.



     4.08 Form of Securities. The Registered Global Security for the 2019 Notes shall be
substantially in the form attached as Exhibit C, and the Note Guarantee shall be endorsed thereon.



     4.09 Note Registrar. The Trustee shall initially serve as the Note Registrar for the 2019
Notes.



     4.10 Sinking Fund Obligations. The Company shall have no obligation to redeem or purchase any
2019 Notes pursuant to any sinking fund or analogous requirement.



     4.11 Denominations. The 2019 Notes shall be issued in denominations of $2,000, or any
integral multiple of $1,000 in excess thereof.



ARTICLE FIVE




Optional Redemption of the 2012 Notes




     5.01 Redemption Price of the 2012 Notes.



     (a) The Company shall have the right to redeem the 2012 Notes, at its option, at any time in
whole, or from time to time in part, at a redemption price equal to the greater of:




     (a) 100% of the principal amount of the 2012 Notes to be redeemed; and




     (b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the 2012 Notes being redeemed
(excluding any portion of such payments of interest accrued and unpaid as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points;


plus, in each case, accrued and unpaid interest thereon to the redemption date.




     (b) If the redemption date is after a record date and on or prior to a corresponding Interest
Payment Date, the interest will be paid on the redemption date to the Holder of record on the
record date.



     (c) If less than all of the 2012 Notes are to be redeemed at any time, and if the 2012 Notes
are held by the Depositary, the applicable operational procedures of the Depositary for selection
of notes for redemption will apply. If the 2012 Notes are not held by the Depositary,



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the Trustee will select 2012 Notes for redemption on a pro rata basis unless otherwise
required by law or applicable stock exchange requirements.




     (d) 2012 Notes in denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the 2012 Notes held by a Holder are to be redeemed. Notices of
redemption will be mailed by first class mail at least 30 but not more than 60 days before the date
fixed for redemption to each Holder of 2012 Notes to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a date fixed for redemption if the
notice is issued in connection with a defeasance of the 2012 Notes or a satisfaction and discharge
of the Indenture. Notices of redemption may not be conditional.



ARTICLE SIX




Optional Redemption of the 2014 Notes




     6.01 Redemption Price of the 2014 Notes.



     (a) The Company shall have the right to redeem the 2014 Notes, at its option, at any time in
whole, or from time to time in part, at a redemption price equal to the greater of:




     (a) 100% of the principal amount of the 2014 Notes to be redeemed; and




     (b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the 2014 Notes being redeemed
(excluding any portion of such payments of interest accrued and unpaid as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points;


plus, in each case, accrued and unpaid interest thereon to the redemption date.




     (b) If the redemption date is after a record date and on or prior to a corresponding Interest
Payment Date, the interest will be paid on the redemption date to the Holder of record on the
record date.



     (c) If less than all of the 2014 Notes are to be redeemed at any time, and if the 2014 Notes
are held by the Depositary, the applicable operational procedures of the Depositary for selection
of notes for redemption will apply. If the 2014 Notes are not held by the Depositary, the Trustee
will select 2014 Notes for redemption on a pro rata basis unless otherwise required by law or
applicable stock exchange requirements.



     (d) 2014 Notes in denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the 2014 Notes held by a Holder are to be redeemed. Notices of
redemption will be mailed by first class mail at least 30 but not more than 60 days before the date
fixed for redemption to each Holder of 2014 Notes to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a date fixed for redemption if the
notice is issued in connection with a defeasance of the 2014




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Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be
conditional.




ARTICLE SEVEN




Optional Redemption of the 2019 Notes




     Section 701. Redemption Price of the 2019 Notes.



     (a) The Company shall have the right to redeem the 2019 Notes, at its option, at any time in
whole, or from time to time in part, at a redemption price equal to the greater of:




     (a) 100% of the principal amount of the 2019 Notes to be redeemed; and




     (b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the 2019 Notes being redeemed
(excluding any portion of such payments of interest accrued and unpaid as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points;


plus, in each case, accrued and unpaid interest thereon to the redemption date.




     (b) If the redemption date is after a record date and on or prior to a corresponding Interest
Payment Date, the interest will be paid on the redemption date to the Holder of record on the
record date.



     (c) If less than all of the 2019 Notes are to be redeemed at any time, and if the 2019 Notes
are held by the Depositary, the applicable operational procedures of the Depositary for selection
of notes for redemption will apply. If the 2019 Notes are not held by the Depositary, the Trustee
will select 2019 Notes for redemption on a pro rata basis unless otherwise required by law or
applicable stock exchange requirements.



     (d) 2019 Notes in denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the 2019 Notes held by a Holder are to be redeemed. Notices of
redemption will be mailed by first class mail at least 30 but not more than 60 days before the date
fixed for redemption to each Holder of 2019 Notes to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a date fixed for redemption if the
notice is issued in connection with a defeasance of the 2019 Notes or a satisfaction and discharge
of the Indenture. Notices of redemption may not be conditional.



ARTICLE EIGHT




Covenants




     8.01 Limitation on Liens.



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     (a) As long as any of the 2012 Notes, 2014 Notes or 2019 Notes are outstanding, the Company
(or any successor corporation) will not, and will not permit any Subsidiary to, create, assume,
incur or guarantee any indebtedness for borrowed money secured by a Lien, except for Permitted
Liens, on the Voting Stock of any Broker-Dealer Subsidiary or Significant Subsidiary unless the
Company shall cause the 2012 Notes, 2014 Notes and 2019 Notes to be secured equally and ratably
with (or, at the Company’s option, prior to) any indebtedness secured thereby; provided that there
shall be excluded from the operation of the foregoing provisions any Lien upon Voting Stock of a
Person existing at the time such Person becomes a Broker-Dealer Subsidiary or Significant
Subsidiary and not created in anticipation of such Person becoming a Broker-Dealer Subsidiary or
Significant Subsidiary.



     (b) When a Lien securing indebtedness for borrowed money that gave rise to the requirement
under Section 8.01(a) that the Notes be secured equally and ratably thereby is released or
terminated, as the case may be, by the holder or holders thereof, then the corresponding Lien that
secures the Notes shall be deemed automatically released or terminated, as the case may be, without
further act or deed on the part of any Person. At the request of the Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such release or termination.



ARTICLE NINE




Miscellaneous Provisions




     9.01 The Indenture, as supplemented by this Supplemental Indenture, is in all respects hereby
adopted, ratified and confirmed.



     9.02 This Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.



     9.03 THIS SUPPLEMENTAL INDENTURE AND EACH 2012 NOTE, 2014 NOTE AND 2019 NOTE SHALL BE GOVERNED
BY AND DEEMED TO BE A CONTRACT MADE UNDER, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     9.04 Subject to Sections 9.01 and 9.02(b) of the Original Indenture, any amendment of this
Supplemental Indenture that adds, changes or eliminates any provision of, or modifies the rights of
Holders of the 2012 Notes under, the Indenture, requires the consent of the Holders of not less
than a majority in principal amount of the 2012 Notes. Subject to Sections 9.01 and 9.02(b) of the
Original Indenture, any amendment of this Supplemental Indenture that adds, changes or eliminates
any provision of, or modifies the rights of Holders of the 2014 Notes under, the Indenture,
requires the consent of the Holders of not less than a majority in principal amount of the 2014
Notes. Subject to Sections 9.01 and 9.02(b) of the Original Indenture, any amendment of this
Supplemental Indenture that adds, changes or eliminates any provision of, or modifies the rights of
Holders of the 2019 Notes under, the Indenture, requires the consent of the



12









 




Holders of not less than a majority in principal amount of the 2019 Notes.




     9.05 If any provision in this Supplemental Indenture limits, qualifies or conflicts with
another provision hereof that is required to be included herein by any provisions of the Trust
Indenture Act, such required provision shall control.



     9.06 In case any provision in this Supplemental Indenture, the 2012 Notes, 2014 Notes or 2019
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     9.07 The recitals contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no representations as
to the proper authorization or due execution hereof, the 2012 Notes, 2014 Notes or of the 2019
Notes by the Company or the Subsidiary Guarantor or as to the validity or sufficiency of this
Supplemental Indenture, the Subsidiary Guarantee, 2012 Notes, 2014 Notes or the 2019 Notes. The
Trustee shall not be accountable for the use or application by the Company of the 2012 Notes, 2014
Notes or 2019 Notes or the proceeds of the 2012 Notes, 2014 Notes or 2019 Notes.



*      *      *      *




13









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	TD AMERITRADE HOLDING
CORPORATION, 

as Issuer

 	 
	 	By:  	/s/ Fredric J. Tomczyk
 	 
	 	 	Name:  	Fredric J. Tomczyk 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	TD AMERITRADE ONLINE HOLDINGS
CORP., 

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Fredric J. Tomczyk
 	 
	 	 	Name:  	Fredric J. Tomczyk 	 
	 	 	Title:  	President 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Sharon McGrath
 	 
	 	 	Name:  	Sharon McGrath 	 
	 	 	Title:  	Vice President 	 



Supplemental
Indenture


 









 






	 	 	 	 	 



 

CUSIP Number: 87236Y AC2

ISIN Number. US87236YAC21




2.950% Senior Notes due 2012




			
	 	 	 
	No.
	 	$






TD AMERITRADE Holding Corporation




promises to pay to Cede & Co., or registered assigns,




the principal sum of _____________________ on December 1, 2012.




Interest Payment Dates: June 1 and December 1




Record Dates: May 15 and November 15




Dated: _________________




	 	 	 	 	 
	 	TD AMERITRADE Holding Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is one of the Securities referred to

in the within-mentioned Indenture:




THE BANK OF NEW YORK MELLON TRUST

COMPANY, NATIONAL ASSOCIATION,

      as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 





A-1









 





2.950% Senior Notes due 2012



THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     (1) INTEREST. TD AMERITRADE Holding Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at 2.950% per annum from
November 25, 2009 until maturity. The Company will pay interest semiannually in arrears on
June 1 and December 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the Original Issue Date; provided that the first Interest Payment Date shall be
June 1, 2010. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of 2.950% to the extent lawful; it
will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue instalments of interest (without regard to any applicable grace periods) from
time to time on demand at a rate that is 1% per annum in excess of 2.950% to the extent
lawful. Interest accrued on the Securities from the last Interest Payment Date before the 2012
Maturity Date shall be payable on the 2012 Maturity Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




     (2) METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on
the May 15 or November 15 next preceding the Interest Payment Date, even if such Securities
are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest; provided that
interest payable on the 2012 Maturity Date or upon redemption will be paid to the Person to
whom principal is payable. The Securities will be payable as to principal, premium, if any,
and interest at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium, if any, on, all Securities the
Holders of which will have provided wire transfer instructions to the Company or the Paying
Agent; provided further, that while the Securities are represented by one or more Registered
Global Securities registered in the name of the Depositary, or its nominee, the Company will
cause payments of principal and interest on such Registered Global Securities to be made to
the Depositary or its nominee, as the case may be, by wire transfer to the extent, in the
funds and in the manner required by agreements with, or regulations or procedures prescribed
from time to time by the Depositary or its nominee, and otherwise in accordance with such
agreements, regulations or procedures. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts.



A-2









 






     (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company,
National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.




     (4) INDENTURE. The Company issued the Securities under an Indenture dated as of November
19, 2009 (as supplemented by the First Supplemental Indenture dated as of November 25, 2009,
the “Indenture”) among the Company, the Subsidiary Guarantor and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act (the “TIA”). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To
the extent any provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are
unsecured obligations of the Company. The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.




     (5) OPTIONAL REDEMPTION.




          (a) The Company may redeem all or a part of the Securities at a redemption price equal to
the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as
determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (excluding any portion of
such payments of interest accrued and unpaid as of the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year, consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and
unpaid interest thereon to the date of redemption.




          (b) Unless the Company defaults in payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on the Securities or portions thereof called for
redemption.




          (c) Any redemption pursuant to Article 3 of the Indenture shall be made pursuant to the
provisions of Article Five of the Supplemental Indenture and Sections 3.01 through 3.05 of the
Indenture.




     (6) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Securities are to be
redeemed at its registered address, except that redemption notices may be mailed more than 60
days prior to a date fixed for redemption if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture. Securities in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Securities held by a Holder are to be redeemed.




     (7) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Security or portion of a Security selected for
redemption, except for the unredeemed portion of any Security being redeemed in part. Also,
the Company need not exchange or register the transfer of any Securities for a period of 15
days before a selection of Securities to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



A-3









 






     (8) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its
owner for all purposes.




     (9) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Securities or the Note Guarantee may be amended or supplemented with the consent of the
Holders of not less than a majority in principal amount of the Securities affected by such
modification, to add, change or eliminate any provision of, or to modify the rights of such
Holders. Without the consent of any Holder of a Security, the Indenture or the Securities or
Note Guarantee may be amended or supplemented to (i) effect the assumption of the Company’s or
any Subsidiary Guarantor’s obligations under the Indenture by a successor Person; (ii) to
impose additional covenants and Events of Default or to add Guarantees of other Persons for
the benefit of the Holders; (iii) to add or change any of the provisions of the Indenture
relating to the issuance or exchange of the Securities in registered form, but only if such
action does not adversely affect the interests of the Holders of the Securities or related
coupons in any material respect; (iv) to change or eliminate any of the provisions of the
Indenture, but only if the change or elimination becomes effective when there are no
outstanding Securities which are entitled to the benefit of such provision and as to which
such modification would apply; (v) to secure the Securities; (vi) to supplement any of the
provisions of the Indenture to permit or facilitate the defeasance and discharge of the
Securities, but only if such action does not adversely affect the interests of the Holders of
the Securities or related coupons in any material respect; (vii) to evidence and provide for
the acceptance of appointment by a successor Trustee and to add to or change any of the
provisions of the Indenture to facilitate the administration of the trusts by more than one
Trustee; (viii) to correct any mistakes or defects in the Indenture, but only if such action
does not adversely affect the interests of the Holders of outstanding Securities or related
coupons in any material respect or otherwise amend the Indenture in any respect that does not
adversely affect the interests of the Holders of outstanding Securities or related coupons;
(ix) to conform the text of the Indenture, the Securities or the Note Guarantees to any
provision of a description of such Securities appearing in a prospectus or prospectus
supplement or an offering memorandum or offering circular pursuant to which such Securities
were offered to the extent that such provision was intended to be a verbatim recitation of a
provision of the Indenture, the Securities or the Note Guarantees; (x) to allow any Subsidiary
Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Securities; and (xi) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA. The Indenture also contains
provisions permitting Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of all the Holders of all
Securities of such series, to waive certain past defaults under the Indenture and their
consequences.




     (10) DEFAULTS AND REMEDIES. If an Event of Default with respect to the Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.




     (11) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.




     (12) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or
stockholder of the Company or the Subsidiary Guarantor, as such, will not have any liability
for any obligations of the Company or the Subsidiary Guarantor under the Securities, the Note
Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the
Securities.




     (13) AUTHENTICATION. This Security will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



A-4









 






     (14) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     (15) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.




     (16) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



TD AMERITRADE Holding Corporation

4211 South 102nd Street

Omaha, Nebraska 68127

Attention: Investor Relations




A-5









 





ASSIGNMENT FORM




     To assign this Security, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Security to: 
	 
	 

	 	 
	 

	(Insert assignee’s legal name)







 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 





	 	 	 
	 

	 	 
	to transfer this Security on the books of the Company. The agent may substitute another to act for
him.






Date: _____________




	 	 	 	 	 	 	 
	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the face of this Security)






Signature
Guarantee*:  _________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).




A-6









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGISTERED GLOBAL SECURITY




     The following exchanges of a part of this Registered Global Security for an interest in
another Registered Global Security or for a definitive Security, or exchanges of a part of another
Registered Global Security or definitive Security for an interest in this Registered Global
Security, have been made:



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Principal Amount	 	 
	 

	 	Amount of decrease in
	 	Amount of increase in
	 	of this Registered	 	 
	 

	 	Principal Amount
	 	Principal Amount
	 	Global Security	 	 
	 

	 	of
	 	of
	 	following such
	 	Signature of authorized
	 

	 	this Registered
	 	this Registered
	 	decrease
	 	officer of Trustee or
	Date of Exchange

	 	Global Security
	 	Global Security
	 	(or increase)
	 	Custodian
	 

	 	 
	 	 
	 	 
	 	 





A-7









 






NOTATION OF GUARANTEE




     For value received, the Subsidiary Guarantor (which term includes any successor Person under
the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of November 19, 2009 (as supplemented by the First
Supplemental Indenture dated as of November 25, 2009, the “Indenture”) among TD AMERITRADE Holding
Corporation, (the “Company”), TD AMERITRADE Online Holdings Corp. (the “Subsidiary Guarantor”) and
The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), (a)
the due and punctual payment of the principal of, premium, if any, and interest on, the Securities,
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Securities, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantor to the
Holders of Securities and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Note Guarantee.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	TD AMERITRADE ONLINE HOLDINGS CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-8









 






	 	 	 	 	 



 

CUSIP Number: 87236Y AB4

ISIN Number: US87236YAB48




4.150% Senior Notes due 2014




			
	No.
	 	$[       ]






TD AMERITRADE Holding Corporation




promises to pay to Cede & Co., or registered assigns,




the principal sum of _________________ on December 1, 2014.




Interest Payment Dates: June 1 and December 1




Record Dates: May 15 and November 15




Dated: ___________________




	 	 	 	 	 
	 	TD AMERITRADE Holding Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is one of the Securities referred to

in the within-mentioned Indenture:




THE BANK OF NEW YORK MELLON TRUST

COMPANY, NATIONAL ASSOCIATION,

      as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 






B-1











 





4.150% Senior Notes due 2014



THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     (1) INTEREST. TD AMERITRADE Holding Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at 4.150% per annum from
November 25, 2009 until maturity. The Company will pay interest semiannually in arrears on
June 1 and December 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the Original Issue Date; provided that the first Interest Payment Date shall be
June 1, 2010. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of 4.150% to the extent lawful; it
will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue instalments of interest (without regard to any applicable grace periods) from
time to time on demand at a rate that is 1% per annum in excess of 4.150% to the extent
lawful. Interest accrued on the Securities from the last Interest Payment Date before the 2014
Maturity Date shall be payable on the 2014 Maturity Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




     (2) METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on
the May 15 or November 15 next preceding the Interest Payment Date, even if such Securities
are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest; provided that
interest payable on the 2014 Maturity Date or upon redemption will be paid to the Person to
whom principal is payable. The Securities will be payable as to principal, premium, if any,
and interest at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium, if any, on, all Securities the
Holders of which will have provided wire transfer instructions to the Company or the Paying
Agent; provided further, that while the Securities are represented by one or more Registered
Global Securities registered in the name of the Depositary, or its nominee, the Company will
cause payments of principal and interest on such Registered Global Securities to be made to
the Depositary or its nominee, as the case may be, by wire transfer to the extent, in the
funds and in the manner required by agreements with, or regulations or procedures prescribed
from time to time by the Depositary or its nominee, and otherwise in accordance with such
agreements, regulations or procedures. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts.



B-2









 






     (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company,
National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.




     (4) INDENTURE. The Company issued the Securities under an Indenture dated as of November
19, 2009 (as supplemented by the First Supplemental Indenture dated as of November 25, 2009,
the “Indenture”) among the Company, the Subsidiary Guarantor and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act (the “TIA”). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To
the extent any provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are
unsecured obligations of the Company. The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.




     (5) OPTIONAL REDEMPTION.




          (a) The Company may redeem all or a part of the Securities at a redemption price equal to
the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as
determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (excluding any portion of
such payments of interest accrued and unpaid as of the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year, consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, accrued and
unpaid interest thereon to the date of redemption.




          (b) Unless the Company defaults in payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on the Securities or portions thereof called for
redemption.




          (c) Any redemption pursuant to Article 3 of the Indenture shall be made pursuant to the
provisions of Article Five of the Supplemental Indenture and Sections 3.01 through 3.05 of the
Indenture.




     (6) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Securities are to be
redeemed at its registered address, except that redemption notices may be mailed more than 60
days prior to a date fixed for redemption if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture. Securities in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Securities held by a Holder are to be redeemed.




     (7) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Security or portion of a Security selected for
redemption, except for the unredeemed portion of any Security being redeemed in part. Also,
the Company need not exchange or register the transfer of any Securities for a period of 15
days before a selection of Securities to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



B-3









 






     (8) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its
owner for all purposes.




     (9) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Securities or the Note Guarantee may be amended or supplemented with the consent of the
Holders of not less than a majority in principal amount of the Securities affected by such
modification, to add, change or eliminate any provision of, or to modify the rights of such
Holders. Without the consent of any Holder of a Security, the Indenture or the Securities or
Note Guarantee may be amended or supplemented to (i) effect the assumption of the Company’s or
any Subsidiary Guarantor’s obligations under the Indenture by a successor Person; (ii) to
impose additional covenants and Events of Default or to add Guarantees of other Persons for
the benefit of the Holders; (iii) to add or change any of the provisions of the Indenture
relating to the issuance or exchange of the Securities in registered form, but only if such
action does not adversely affect the interests of the Holders of the Securities or related
coupons in any material respect; (iv) to change or eliminate any of the provisions of the
Indenture, but only if the change or elimination becomes effective when there are no
outstanding Securities which are entitled to the benefit of such provision and as to which
such modification would apply; (v) to secure the Securities; (vi) to supplement any of the
provisions of the Indenture to permit or facilitate the defeasance and discharge of the
Securities, but only if such action does not adversely affect the interests of the Holders of
the Securities or related coupons in any material respect; (vii) to evidence and provide for
the acceptance of appointment by a successor Trustee and to add to or change any of the
provisions of the Indenture to facilitate the administration of the trusts by more than one
Trustee; (viii) to correct any mistakes or defects in the Indenture, but only if such action
does not adversely affect the interests of the Holders of outstanding Securities or related
coupons in any material respect or otherwise amend the Indenture in any respect that does not
adversely affect the interests of the Holders of outstanding Securities or related coupons;
(ix) to conform the text of the Indenture, the Securities or the Note Guarantees to any
provision of a description of such Securities appearing in a prospectus or prospectus
supplement or an offering memorandum or offering circular pursuant to which such Securities
were offered to the extent that such provision was intended to be a verbatim recitation of a
provision of the Indenture, the Securities or the Note Guarantees; (x) to allow any Subsidiary
Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Securities; and (xi) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA. The Indenture also contains
provisions permitting Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of all the Holders of all
Securities of such series, to waive certain past defaults under the Indenture and their
consequences.




     (10) DEFAULTS AND REMEDIES. If an Event of Default with respect to the Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.




     (11) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.




     (12) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or
stockholder of the Company or the Subsidiary Guarantor, as such, will not have any liability
for any obligations of the Company or the Subsidiary Guarantor under the Securities, the Note
Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the
Securities.




     (13) AUTHENTICATION. This Security will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



B-4









 






     (14) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     (15) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.




     (16) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



TD AMERITRADE Holding Corporation

4211 South 102nd Street

Omaha, Nebraska 68127

Attention: Investor Relations




B-5









 





ASSIGNMENT FORM




     To assign this Security, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Security to: 
	 
	 

	 	 
 
	(Insert assignee’s legal name)






 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 






	 	 	 
	 

	 	 
	to transfer this Security on the books of the Company. The agent may substitute another to act for
him.






Date: ___________________________




	 	 	 	 	 	 	 
	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the face of this Security)






Signature Guarantee*: _________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).






B-6











 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGISTERED GLOBAL SECURITY




     The following exchanges of a part of this Registered Global Security for an interest in
another Registered Global Security or for a definitive Security, or exchanges of a part of another
Registered Global Security or definitive Security for an interest in this Registered Global
Security, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 
	 	 	 	 	Amount of decrease in	 	Amount of increase in	 	of this Registered	 	 
	 	 	 	 	Principal Amount	 	Principal Amount	 	Global Security	 	 
	 	 	 	 	of	 	of	 	following such	 	Signature of authorized
	 	 	 	 	this Registered	 	this Registered	 	decrease	 	officer of Trustee or
	Date of Exchange	 	Global Security	 	Global Security	 	(or increase)	 	Custodian





B-7 









 






NOTATION OF GUARANTEE




     For value received, the Subsidiary Guarantor (which term includes any successor Person under
the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of November 19, 2009 (as supplemented by the First
Supplemental Indenture dated as of November 25, 2009, the “Indenture”) among TD AMERITRADE Holding
Corporation, (the “Company”), TD AMERITRADE Online Holdings Corp. (the “Subsidiary Guarantor”) and
The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), (a)
the due and punctual payment of the principal of, premium, if any, and interest on, the Securities,
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Securities, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantor to the
Holders of Securities and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Note Guarantee.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.




	 	 	 	 	 
	 	TD AMERITRADE ONLINE HOLDINGS CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-8 









 






	 	 	 	 	 



 





CUSIP Number: 87236Y AA6

ISIN Number. US87236YAA64




5.600% Senior Notes due 2019






			
	No.
	 	$






TD AMERITRADE Holding Corporation




promises to pay to Cede & Co., or registered assigns,




the principal sum of                                          on December 1, 2014.




Interest Payment Dates: June 1 and December 1




Record Dates: May 15 and November 15




Dated:                     




	 	 	 	 	 
	 	TD AMERITRADE Holding Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


This is one of the Securities referred to

in the within-mentioned Indenture:




	 	 	 	 	 
	THE BANK OF NEW YORK MELLON
TRUST COMPANY, NATIONAL
ASSOCIATION,

  as Trustee	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






      




C-1 









 





5.600% Senior Notes due 2019



THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     (1) INTEREST. TD AMERITRADE Holding Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at 5.600% per annum from
November 25, 2009 until maturity. The Company will pay interest semiannually in arrears on
June 1 and December 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the Original Issue Date; provided that the first Interest Payment Date shall be
June 1, 2010. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of 5.600% to the extent lawful; it
will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue instalments of interest (without regard to any applicable grace periods) from
time to time on demand at a rate that is 1% per annum in excess of 5.600% to the extent
lawful. Interest accrued on the Securities from the last Interest Payment Date before the 2019
Maturity Date shall be payable on the 2019 Maturity Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.




     (2) METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on
the May 15 or November 15 next preceding the Interest Payment Date, even if such Securities
are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest; provided that
interest payable on the 2019 Maturity Date or upon redemption will be paid to the Person to
whom principal is payable. The Securities will be payable as to principal, premium, if any,
and interest at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium, if any, on, all Securities the
Holders of which will have provided wire transfer instructions to the Company or the Paying
Agent; provided further, that while the Securities are represented by one or more Registered
Global Securities registered in the name of the Depositary, or its nominee, the Company will
cause payments of principal and interest on such Registered Global Securities to be made to
the Depositary or its nominee, as the case may be, by wire transfer to the extent, in the
funds and in the manner required by agreements with, or regulations or procedures prescribed
from time to time by the Depositary or its nominee, and otherwise in accordance with such
agreements, regulations or procedures. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts.



C-2 









 






     (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company,
National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.




     (4) INDENTURE. The Company issued the Securities under an Indenture dated as of November
19, 2009 (as supplemented by the First Supplemental Indenture dated as of November 25, 2009,
the “Indenture”) among the Company, the Subsidiary Guarantor and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act (the “TIA”). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To
the extent any provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are
unsecured obligations of the Company. The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.




     (5) OPTIONAL REDEMPTION.




          (a) The Company may redeem all or a part of the Securities at a redemption price equal to
the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as
determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (excluding any portion of
such payments of interest accrued and unpaid as of the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year, consisting of twelve
30-day months) at the Treasury Rate plus 35 basis points, plus, in each case, accrued and
unpaid interest thereon to the date of redemption.




          (b) Unless the Company defaults in payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on the Securities or portions thereof called for
redemption.




          (c) Any redemption pursuant to Article 3 of the Indenture shall be made pursuant to the
provisions of Article 5 of the Supplemental Indenture and Sections 3.01 through 3.05 of the
Indenture.




     (6) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Securities are to be
redeemed at its registered address, except that redemption notices may be mailed more than 60
days prior to a date fixed for redemption if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture. Securities in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Securities held by a Holder are to be redeemed.




     (7) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Security or portion of a Security selected for
redemption, except for the unredeemed portion of any Security being redeemed in part. Also,
the Company need not exchange or register the transfer of any Securities for a period of 15
days before a selection of Securities to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



C-3 









 






     (8) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its
owner for all purposes.




     (9) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Securities or the Note Guarantee may be amended or supplemented with the consent of the
Holders of not less than a majority in principal amount of the Securities affected by such
modification, to add, change or eliminate any provision of, or to modify the rights of such
Holders. Without the consent of any Holder of a Security, the Indenture or the Securities or
Note Guarantee may be amended or supplemented to (i) effect the assumption of the Company’s or
any Subsidiary Guarantor’s obligations under the Indenture by a successor Person; (ii) to
impose additional covenants and Events of Default or to add Guarantees of other Persons for
the benefit of the Holders; (iii) to add or change any of the provisions of the Indenture
relating to the issuance or exchange of the Securities in registered form, but only if such
action does not adversely affect the interests of the Holders of the Securities or related
coupons in any material respect; (iv) to change or eliminate any of the provisions of the
Indenture, but only if the change or elimination becomes effective when there are no
outstanding Securities which are entitled to the benefit of such provision and as to which
such modification would apply; (v) to secure the Securities; (vi) to supplement any of the
provisions of the Indenture to permit or facilitate the defeasance and discharge of the
Securities, but only if such action does not adversely affect the interests of the Holders of
the Securities or related coupons in any material respect; (vii) to evidence and provide for
the acceptance of appointment by a successor Trustee and to add to or change any of the
provisions of the Indenture to facilitate the administration of the trusts by more than one
Trustee; (viii) to correct any mistakes or defects in the Indenture, but only if such action
does not adversely affect the interests of the Holders of outstanding Securities or related
coupons in any material respect or otherwise amend the Indenture in any respect that does not
adversely affect the interests of the Holders of outstanding Securities or related coupons;
(ix) to conform the text of the Indenture, the Securities or the Note Guarantees to any
provision of a description of such Securities appearing in a prospectus or prospectus
supplement or an offering memorandum or offering circular pursuant to which such Securities
were offered to the extent that such provision was intended to be a verbatim recitation of a
provision of the Indenture, the Securities or the Note Guarantees; (x) to allow any Subsidiary
Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Securities; and (xi) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA. The Indenture also contains
provisions permitting Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of all the Holders of all
Securities of such series, to waive certain past defaults under the Indenture and their
consequences.




     (10) DEFAULTS AND REMEDIES. If an Event of Default with respect to the Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.




     (11) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.




     (12) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or
stockholder of the Company or the Subsidiary Guarantor, as such, will not have any liability
for any obligations of the Company or the Subsidiary Guarantor under the Securities, the Note
Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the
Securities.




     (13) AUTHENTICATION. This Security will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



C-4 









 






     (14) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     (15) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.




     (16) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



TD AMERITRADE Holding Corporation

4211 South 102nd Street

Omaha, Nebraska 68127

Attention: Investor Relations





C-5 











 





ASSIGNMENT FORM




     To assign this Security, fill in the form below:





	 	 	 
	(I) or (we) assign and transfer this Security to: 
	 
	 

	 	 
	 

	(Insert assignee’s legal name)








 

(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 

(Print or type assignee’s name, address and zip code)







	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 





	 	 	 
	 	 	 
	to transfer this Security on the books of the Company. The agent may substitute another to act for
him.









	 	 	 	 	 	 	 	 	 
	Date: 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the face of this Security)
	 
	 	 	 	 	 	 	 	 
	Signature Guarantee*:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).




C-6









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGISTERED GLOBAL SECURITY




     The following exchanges of a part of this Registered Global Security for an interest in
another Registered Global Security or for a definitive Security, or exchanges of a part of another
Registered Global Security or definitive Security for an interest in this Registered Global
Security, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	Principal Amount	 	 
	 	 	 	 	Amount of decrease in	 	Amount of increase in	 	of this Registered	 	
	 	 	 	 	Principal Amount	 	Principal Amount	 	Global Security	 	
	 	 	 	 	of	 	of	 	following such	 	Signature of authorized
	 	 	 	 	this Registered	 	this Registered	 	decrease	 	officer of Trustee or
	Date of Exchange	 	Global Security	 	Global Security	 	(or increase)	 	Custodian





C-7









 






NOTATION OF GUARANTEE




     For value received, the Subsidiary Guarantor (which term includes any successor Person under
the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of November 19, 2009 (as supplemented by the First
Supplemental Indenture dated as of November 25, 2009, the “Indenture”) among TD AMERITRADE Holding
Corporation, (the “Company”), TD AMERITRADE Online Holdings Corp. (the “Subsidiary Guarantor”) and
The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), (a)
the due and punctual payment of the principal of, premium, if any, and interest on, the Securities,
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Securities, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantor to the
Holders of Securities and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Note Guarantee.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	TD AMERITRADE ONLINE HOLDINGS CORP.

 	 
	 	By:  	
 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 




C-8