TD AMERITRADE Announces Pricing of $1.25 Billion Senior Notes Offering

TD AMERITRADE Holding Corporation (NASDAQ: AMTD) announced today that it has agreed to sell the following in an underwritten public offering:

• $250 million, 2.950% senior unsecured notes due 2012
• $500 million, 4.150% senior unsecured notes due 2014
• $500 million, 5.600% senior unsecured notes due 2019

"As a result of our credit rating upgrades to investment grade, and the current market environment, we are pleased to be able to issue these senior unsecured notes,” said Fred Tomczyk, president and chief executive officer. "We believe that the offering of the senior notes and the application of the proceeds to retire debt under our existing senior secured term loan facilities will enable us to both stagger the maturity dates of our long-term indebtedness and convert to an investment grade covenant package, which in turn will provide us with a more flexible capital structure.”

The senior notes due 2012 were priced to yield 2.986% to maturity at a spread of 175 basis points over the comparable US Treasury bonds. The senior notes due 2014 were priced to yield 4.172% to maturity at a spread of 200 basis points over the comparable US Treasury bonds. The senior notes due 2019 were priced to yield 5.618% to maturity at a spread of 225 basis points over the comparable US Treasury bonds. The offering is expected to close Nov. 25, 2009, subject to customary closing conditions.

Banc of America Securities LLC and Citigroup Global Markets Inc. are acting as joint book-running managers and joint lead managers of the offering. In addition, TD Securities (USA) LLC is acting as a joint lead manager, and Barclays Capital Inc., J.P. Morgan Securities Inc., Wells Fargo Securities LLC and BNY Mellon Capital Markets, LLC are acting as co-managers.

This press release shall not constitute an offer to sell, or the solicitation of an offer to purchase, any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made solely by means of a prospectus supplement and the accompanying prospectus, which have been filed with the Securities and Exchange Commission and may be obtained from Banc of America Securities LLC, 100 West 33rd Street, New York, NY 10001, toll-free at (800) 294-1322, or from Citigroup Global Markets Inc., Brooklyn Army Terminal, Attention: Prospectus Department, 140 58^th Street, 8^th Floor, Brooklyn, NY 11220, toll-free at (877) 858-5407.

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About TD AMERITRADE Holding Corporation

TD AMERITRADE Holding Corporation, through its brokerage subsidiaries,⁽¹⁾ combines innovative trading technology, easy-to-use and understand investment tools and services, investor education and superior client service to create a market-leading financial services experience. Now home to the award-winning thinkorswim brokerage and dynamic trading platform⁽²⁾ and the Investools investor education program, TD AMERITRADE provides millions of retail investors, traders and independent registered investment advisors (RIAs) with the tools, service and support they need to help build confidence in today’s rapidly-changing market environment. The Company’s common stock trades under the ticker symbol AMTD.

⁽¹⁾ TD AMERITRADE, Inc., member FINRA (www.FINRA.org) /SIPC (www.SIPC.org), TD AMERITRADE Clearing, Inc., member FINRA/SIPC, and thinkorswim, Inc., member FINRA/SIPC/NFA (www.nfa.futures.org).

⁽²⁾ thinkorswim was rated #1 overall online broker, "best for frequent traders,” and "best for options traders” in Barron’s ranking of online brokers, 3/16/2009. thinkorswim was evaluated versus others in eight total categories, including trade experience/execution, trading technology, usability, range of offerings, research amenities, portfolio analysis & reporting, customer service & access and costs. thinkorswim topped the list in 2009 with the highest weighted-average score. Barron’s is a registered trademark of Dow Jones & Company ©2009.