Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2009, TD AMERITRADE Holding Corporation entered into a stock purchase agreement with Marlene M. Ricketts and the Joe and Marlene Ricketts Grandchildren's Trust to purchase approximately 34 million shares of common stock of TD AMERITRADE for approximately $403 million in cash. J. Joe Ricketts serves on the board of directors of TD AMERITRADE, and he and his family own approximately 17.7% of the common stock of TD AMERITRADE (following the purchase and sale described above). The purchase and sale of the stock occurred on February 20, 2009.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Under the terms of the management incentive program, for fiscal year 2009, the annual incentive target for Mr. David M. Kelley, chief operating officer, was increased by $200,000 to $1,400,000. Mr. Kelley's annual incentive continues to be comprised of 50% cash and 50% equity.
On February 20, 2009, Thomas S. Ricketts, one of the three directors designated by the Ricketts stockholders under the stockholders agreement among TD AMERITRADE, The Toronto-Dominion Bank and the Ricketts stockholders, resigned from the board of directors, effective immediately, as a result of the sale of the stock described above in Item 1.01, as required under the stockholders agreement.

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