Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On July 20, 2009, TD AMERITRADE, Inc., a wholly owned indirect subsidiary of TD AMERITRADE Holding Corporation, finalized settlements with each of the U.S. Securities and Exchange Commission, the New York Attorney General's Office and the Pennsylvania Securities Commission acting on behalf of the North American Securities Administrators Association, concluding their investigations into TD AMERITRADE, Inc.'s offer and sale of auction rate securities ("ARS"). Pursuant to these settlements, TD AMERITRADE, Inc. commenced on August 10, 2009 an offer to purchase, at par plus accrued but unpaid dividends and interest to the day of purchase, certain ARS from certain of its customers. For those customers with assets at TD AMERITRADE, Inc. of $250,000 or less as of March 13, 2009 ("First Tier Customers"), TD AMERITRADE, Inc.'s offer to purchase eligible ARS expired on October 26, 2009. For those customers with assets at TD AMERITRADE, Inc. of more than $250,000 as of March 13, 2009 ("Second Tier Customers"), TD AMERITRADE, Inc.'s offer to purchase eligible ARS will remain open until at least March 23, 2010.
As of the expiry of the offer on October 26, 2009, TD AMERITRADE, Inc. had received tenders of eligible ARS from First Tier Customers and Second Tier Customers of approximately $271 million. TD AMERITRADE, Inc. has accepted and will purchase these tendered ARS from First Tier Customers by November 2, 2009 and will accept and purchase these tendered ARS from Second Tier Customers by November 13, 2009.
TD AMERITRADE, Inc. estimates that up to approximately $121 million of eligible ARS of Second Tier Customers may remain outstanding and eligible for the offer as of October 27, 2009.

---