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TD Ameritrade Extends Stockholders Agreement With TD Bank Group

TD Ameritrade Holding Corporation (NYSE:AMTD) today announced a further amendment to its existing Stockholders Agreement (“Agreement”) with TD Bank Group (NYSE and TSX:TD) (“TD”) and the Ricketts Family dated June 22, 2005, as amended. This amendment extends the term of the Agreement from Jan. 24, 2016 to Jan. 24, 2021.

TD has also advised TD Ameritrade that, subject to market conditions, it plans to sell approximately 5.5 million TD Ameritrade shares that it currently holds. This will allow TD Ameritrade additional flexibility on possible future share repurchases. TD's voting power will remain limited to 45 percent of the outstanding shares.

The Ricketts Family’s participation as a party to the Agreement will end at the original termination date of Jan. 24, 2016. After that date, the composition of the 12-member TD Ameritrade board of directors will include five directors designated by TD, the CEO of TD Ameritrade, and six (non-affiliated) independent directors.

TD Ameritrade and TD also agreed to implement mutual informational access and operational protocols to assist each other with their respective regulatory compliance obligations.

TD Ameritrade’s outside independent directors committee unanimously approved the amendment to the Agreement.

“Our outside independent directors committee worked to amend our current Stockholders Agreement in order to provide certainty, not just for the parties to the Agreement, but for all TD Ameritrade stockholders. We were pleased to see those efforts come together in such a beneficial way,” said Fred Tomczyk, chief executive officer, TD Ameritrade. “While we are an independent company, we have had a good relationship with TD for many years, and that relationship has worked for the benefit of both companies. This Agreement helps to extend that relationship.”

TD Ameritrade has filed a current report on Form 8-K, which includes a copy of the amendment to the Agreement. The filing can be found by visiting the Financials & reports section of the company’s corporate web site, www.amtd.com, and selecting “SEC filings”.

About TD Ameritrade Holding Corporation

Millions of investors and independent registered investment advisors (RIAs) have turned to TD Ameritrade’s (NYSE:AMTD) technology, people and education to help make investing and trading easier to understand and do. Online or over the phone. In a branch or with an independent RIA. First-timer or sophisticated trader. Our clients want to take control, and we help them decide how - bringing Wall Street to Main Street for more than 38 years. An official sponsor of the 2014 and 2016 U.S. Olympic and Paralympic Teams, TD Ameritrade has time and again been recognized as a leader in investment services. Please visit TD Ameritrade's newsroom or www.amtd.com for more information.

Brokerage services provided by TD Ameritrade, Inc., member FINRA ( www.FINRA.org) /SIPC ( www.SIPC.org) /NFA ( www.nfa.futures.org).



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