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Merrill Lynch ConferenceNovember 12, 2008

TD AMERITRADE, Inc., member FINRA/SIPC, subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank. TD Bank Financial Group has an ownership interest in TD AMERITRADE Holding Corporation. © 2008 TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission.

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Safe HarborThis document contains forward-looking statements within the meaning of the federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. In particular, any projections regarding our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, accounts, stock price, as well as the assumptions on which such expectations are based, are forward-looking statements. These statements reflect only our current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that could cause actual results or performance to differ materially from those contained in the forward-looking statements. These risks, uncertainties and assumptions include general economic and political conditions, interest rates, market fluctuations and changes in client trading activity, increased competition, systems failures and capacity constraints, ability to service debt obligations, regulatory and legal matters and uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the SEC on Nov. 26, 2007 and our latest Quarterly Report on Form 10-Q filed thereafter. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Our Mission

• Investment Firm of Choice for the Mass Affluent Investor

• One of the Best-Run Companies

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Primary Strategic Objectives

AcquisitionOrganicApproach

Build on Asset Gathering Momentum

Maintain Leadership Position

Goal

AssetsTradingFocus

Retail Investors

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Approach to Serving the Individual Investor

Client Needs

Multi-Channel Delivery

Trading Investing Advice

Web Phone Branch RIA’s

ProductsFull range of trading products, tools and information; planning

services; packaged products; cash management products

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$1.33

$1.06

$0.32

$0.64

$0.81$0.87

FY'03 FY'04 FY'05 FY'06 FY'07 FY'08 FY'09

FY’09 – EPS Guidance Range

(1) Compounded Annual Growth Rate for FY’03-FY’08(2) Excludes investment gains/losses for FY ‘03-’06. The corresponding GAAP EPS amounts including investment gains/losses are as follows: FY’03 = $0.25,

FY’04 = $0.66, FY ’05 = $0.82, FY ‘06 = $0.95. See reconciliation of financial measures.

$1.42

(2)(2)

$1.10$1.21

NIM Compression

CAGR 33%

ROE 25% 33% 31%34% 23-27%

(1)

(2) (2)

23%9.5%

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Financial PerformancePre-Tax Margin & ROCA

(1) Pre-tax income divided by average client assets. FY ‘06 excludes investment gains and losses.(2) Pre-tax margin excludes investment gains/losses for FY ‘06. The corresponding GAAP pre-tax margin including investment gains/losses is 48%. See attached reconciliation of financial

measures.

0%

10%

20%

30%

40%

50%

60%

FY06 FY07 FY080.00

0.05

0.10

0.15

0.20

0.25

0.30

0.35

0.40

0.45

44%

48%

50%Pre-Tax Margin

Return on Avg. Client

Assets

bps (2)

(1)

FY’09 Range45%-51%

FY’09 Range.36%-.46%

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• #1 Market Share

• Increase Client Engagement– Educational Programs– Risk Management Tools– Options– Quality Execution

Trades – Maintain Leadership PositionTrades Per Day

312K

FY’08

253K

FY’07

(1)

(2)

23%

FY’09

266K

316K

(3)

(1) Source: Based upon the latest publicly available reports for E*Trade Financial, Fidelity Investments, optionsXpress and Charles Schwab. (2) Options involve risks and are not suitable for all investors.(3) Please see important information in the Appendix.

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Asset Gathering Opportunity

Share of Wallet Upside

0%

20%

40%

60%

80%

100%

AMTD Full-Commission

20% = $130B

(1) (2)

OpportunityRetail Share of Wallet

30% = $312B

(1) Analysis includes Retail clients only and is based on December 2006 TD AMERITRADE asset data. Calculations reflect an increase in TD AMERITRADE assets from 12.4% Share of Wallet (SOW). Source: IXI, TD AMERITRADE Market Intelligence analysis.

(2) Source: SRI Macromonitor survey combining Merrill Lynch, Citigroup, Morgan Stanley, Wachovia and UBS.

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Asset Gathering – Good Traction

(1) Net new assets consists of total client asset inflows, less total client asset outflows. Client asset inflows include interest and dividend payments and exclude changes in client assets due to market fluctuations. Net new assets are measured based on the market value of the assets as of the date of the inflows and outflows. * NNA as a % of total beginning client assets.

• Building on ’08 Achievements

• Dislocation Drives Opportunity

• Enhanced Service to Sales Activities

• Expanded Cash Management Offering

• New Advice-Embedded Products

$22.8B

FY’088%*

Net New Assets (1)

FY’07

$12.4B

5%*

84%

$30B

7-11%*FY’09

$20B

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FY'07 FY'08

Spread-Based Fee-Based

Avg. Revenue Earning Assets Revenue Growth/Mix

$372M$49.7B

$70.8B

$24.2B $25.5B

$73.9B

$96.3B30%

Strong Growth in Annuitized Revenue

FY'07 FY'08

Asset-Based Trans/Other

$851M$1,050M

$1,326M $1,487M

$2,177M$2,537M

17%

Spread-based asset balances include client margin balances, segregated cash, the TD Bank USA, N.A. Money Market Deposit Account (FDIC-Insured) balances, deposits paid on securities borrowing and other cash and interest earning investment balances. Fee-based assets include money market funds, mutual funds, Amerivest and AdvisorDirect.

41%

59%

FY’09 Guidance FY’09 GuidanceSpread-Based Assets: $26.3B-$29.3B

Fee-Based Assets: $76.4B-$80.4BAsset-Based Revenues: $1,378M-$1,563M

Transaction/Other Revenues: $927M-$1,139M

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Strong Balance Sheet

• No credit risk in US Mortgage Market• Strong cash generator – FY’08 EBITDA $1.4B• Prudent leverage ratio

– Debt Outstanding $1.4B– No Dividends– Minimal Share Repurchase

• Continue to build cash reserves• Well positioned to be opportunistic through the

cycle

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Significant Differentiators

• SOW Opportunity

• Banking Arrangement

• Leverage TD Further

• Strong Balance Sheet

• Positioned Well for Long-Term Growth and Multiple Expansion

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November 12, 2008

TD AMERITRADE, Inc., member FINRA/SIPC, subsidiary of TD AMERITRADE Holding Corporation. TD AMERITRADE is a trademark jointly owned by TD AMERITRADE IP Company, Inc. and The Toronto-Dominion Bank. © 2008 TD AMERITRADE IP Company, Inc. All rights reserved. Used with permission.

Merrill Lynch Conference

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Appendix

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FY’09 Vs. FY’08 – Key Assumptions

$12.97Average Commission Rate

$23BNet New Assets

Spread-Based Balances

Net Interest Margin

Fee-Based Rate

Fee-Based Balances

Trades Per Day

$25.6B

4.50%

0.43%

$71.2B

312K

$26.3B-$29.3B

3.97%-4.07%

0.40%-0.42%$76.4B-$80.4B

266K-316K

FY’08 FY ’09 Range

(2)

(2)

(1) 2008 includes approximately 10K mutual fund trades per day for which we received no commission. Excluding those, 2008 TPD are 302K and the commission rate was $13.40 a trade. These trades are excluded in the 2009 range.

(2) FY’08 numbers are totals for year-end. FY’09 numbers are estimated average balances.(3) See attached reconciliation of financial measures.

Expenses Excluding Advertising $1.10B $1.07B-$1.16B(3)

$13.38-$13.88

$20B-$30B

(1)

(1)

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Sensitivity

Annual impact to EPS:

• 3K TPD = $0.01

• $2B Fee-Based Assets = $0.01

• $250M Spread-Based Assets = $0.01

• 25K New Accounts = $0.01

• +/- 25bps Fed Move = +/- $0.02

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Mass Affluent Opportunity - $13T

71%

10% 10%

26%

54% 54%

3%

36% 36%

Distribution ofPopulation by HH

2007Distribution ofAssets by HH

2010Distribution ofAssets by HH

U.S. Household Wealth Demographicsby Household Wealth Segment

Affluent(>$1M)

Mass-Affluent($100K to $1M)

Mainstream(

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Investors Reward Asset Gatherers

10.211.611.7

12.413.113.513.8

15.3 14.7

17.5

Asset Mgrs PrivateBanks

TrustBanks

InsBrokers

Reg'lBrokers

OnlineBrokers

Money CtrBanks

Reg'lBanks

Nat'lBrokers

LifeInsurance

Nex

t 12

Mon

ths

P/E

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P/E Multiples for Industry SegmentsP/E Multiples for Industry Segments

____________________1 Includes: SF, SMHG, SWS, RJF ; Median: 13.5x 2 Includes: AMTD, TRAD, OXPS; Excludes: ETFC, SCHW; Median: 12.9x Source: Company reports and Merrill Lynch Research as of May 20, 2008

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Market Rewards steady earnings growth and an annuitized revenue stream

Asset Gathering Broker Intermediaries Capital Intensive

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Important Information•(3) There is no one single chart, or statistic, you can use to determine whether your brokerage firm is obtaining best execution. Rather, best execution is a weighing of the competing goals of obtaining the best price(s), as quickly as possible, for the entire amount of a client order. One of TD AMERITRADE's goals is to achieve high levels of improvement per share on as many orders as reasonably possible. That is how we measure ourselves against the competition.

•Chart data for TD AMERITRADE is calculated pursuant to SEC Rule 605, as provided by TD AMERITRADE Clearing, Inc., an affiliate of TD AMERITRADE, Inc., and derived from Thomson Transaction Analytics, a third-party vendor that is not affiliated with TD AMERITRADE, Inc. Industry statistics are derived from SEC Rule 605 data provided by Thomson Transaction Analytics and represent the volume-weighted average of all industry participants posting Rule 605 data. Except for the Limit Order Price Improvement Chart, order data is derived from market orders for at least 100 shares and up to 1999 shares. The Limit Order Price Improvement Chart is derived from marketable limit orders for at least 100 shares and up to 1999 shares.

•Market volatility, volume and system availability may delay account access and trade executions. Price can change quickly in fast market conditions, resulting in an execution price different from the quote displayed at order entry. Execution price, speed and liquidity and account access are affected by many factors, including market volatility, size and type of order and available market centers.

•TD AMERITRADE is obligated to seek the best price available for your order, taking into consideration the cost of execution and current market conditions, such as the NBBO, volume and liquidity. Price improvement is not guaranteed and will not occur in all situations. TD AMERITRADE acts as agent. Orders are filled by independent third parties.

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Reconciliation of Financial Measures

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Sept. 29, 2006 Sept. 30, 2005 Sept. 24, 2004 Sept. 26, 2003

Net income, as reported 526,759$ 339,753$ 282,818$ 108,641$ Adjustments:

Gain on sale of investments (81,422) - - - Fair value adjustments of investment-related derivative instruments 11,703 (8,315) (17,930) 46,668 Income tax effect of above adjustments 26,145 3,345 7,459 (18,667)

Net income excluding investment gains/losses 483,185$ 334,783$ 272,347$ 136,642$

Diluted earnings per share, as reported 0.95$ 0.82$ 0.66$ 0.25$ Adjustments on a per share basis, net of income tax effect:

Gain on sale of investments (0.09) - - - Fair value adjustments of investment-related derivative instruments 0.01 (0.01) (0.02) 0.07

EPS excluding investment gains/losses 0.87$ 0.81$ 0.64$ 0.32$

Quarter Ended

Sept. 30, 2008

Net income, as reported 171,999$ Adjustment:

Losses on money market funds 35,628 Income tax effect of above adjustment (13,433)

Net income from ongoing operations 194,194$

TD AMERITRADE HOLDING CORPORATIONRECONCILIATION OF FINANCIAL MEASURES

In thousands, except percentages and per share amounts(Unaudited)

Fiscal Year Ended

Net Income From Ongoing Operations (2)

Net Income Excluding Investment Gains/Losses (1)

EPS Excluding Investment Gains/Losses (1)

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Quarter Ended

Sept. 30, 2008

Net income, as reported 171,999$ Adjustment:

Losses on money market funds 35,628 Income tax effect of above adjustment (13,433)

Net income from ongoing operations 194,194$

QuarterEnded

Sept. 30, 2008

Diluted earnings per share, as reported 0.29$ Adjustment on a per share basis, net of income tax effect:

Losses on money market funds 0.03 EPS from ongoing operations 0.32$

$ % of Rev.

EBITDA 1,438,123$ 56.7%Less:

Depreciation and amortization (36,899) (1.5%)Amortization of acquired intangible assets (59,275) (2.3%)Interest on borrowings (78,447) (3.1%)

Pre-tax income 1,263,502$ 49.8%

Sept. 30, 2008 Sept. 30, 2007 Sept. 30, 2008Expenses Excluding Advertising (5)

Expenses excluding advertising 326,707$ 233,736$ 1,101,486$ 1,071,150$ 1,159,150$ Plus: Advertising 43,805 30,558 173,296 162,850 174,850Total expenses 370,512$ 264,294$ 1,274,782$ 1,234,000$ 1,334,000$

Sept. 30, 2008 June 30, 2008

Liquid assets 792,474$ 660,427$ Plus: Broker-dealer cash and cash equivalents 418,626 417,559

Trust company cash and cash equivalents 61,430 1,388,021 Investment advisory cash and cash equivalents 9,447 10,429

Less: Corporate short-term investments (14,491) - Excess trust Tier 1 capital (102,427) - Excess broker-dealer regulatory net capital (490,924) (547,679)

Cash and cash equivalents 674,135$ 1,928,757$

Sept. 30, 2008Fiscal Year Ended

Liquid Assets (6)

As of

Net Income From Ongoing Operations (2)

EPS From Ongoing Operations (3)

Sept. 30, 2009*

EBITDA (4)

Fiscal Year EndedQuarter Ended

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* Represents the range of the October 23, 2008 Outlook StatementNote: The term "GAAP" in the following explanations refers to generally accepted accounting principles in the United States.(1)

(2)

(3)

(4)

(5)

(6)

important measure of our liquidity and of our ability to fund corporate investing and financing activities. Liquid assets should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents.

Expenses excluding advertising is considered a Non-GAAP financial measure as defined by SEC Regulation G. Expenses excluding advertising consists of total expenses, adjusted to remove advertising expense. We consider expenses excluding advertising an important measure of the financial performance of our ongoing business. Advertising spending is excluded because it is largely at the discretion of the Company, varies significantly from period to period based on market conditions and generally relates to the acquisition of future revenues through new accounts rather than current revenues from existing accounts. Expenses excluding advertising should be considered in addition to, rather than as a substitute for, total expenses.

Liquid assets is considered a Non-GAAP financial measure as defined by SEC Regulation G. We define liquid assets as the sum of a) corporate cash and cash equivalents, b) corporate short-term investments, c) regulatory net capital of (i) our clearing broker-dealer subsidiaries in excess of 5% of aggregate debit items and (ii) our introducing broker-dealer subsidiary in excess of 120% of the minimum dollar net capital requirement and d) following the merger of our trust company subsidiaries in August 2008, Tier 1 capital of our trust company in excess of the minimum dollar requirement. We include the excess capital of our broker-dealer and trust subsidiaries in liquid assets rather than simply including broker-dealer and trust cash and cash equivalents, because capital requirements may limit the amount of cash available for dividend from these subsidiaries to the parent company. Prior to the merger of our trust company subsidiaries in August 2008, excess capital from our trust subsidiaries was excluded from liquid assets because, due to regulatory limitations, it was generally not available for corporate purposes. We consider liquid assets an

Net income and earnings per share (EPS) excluding investment gains/losses are Non-GAAP financial measures as defined by SEC Regulation G. We define net income excluding investment gains/losses as net income adjusted to remove the after-tax effect of non-brokerage investment-related gains/losses. We consider net income and EPS excluding investment gains/losses important measures of our financial performance. Gains/losses on non-brokerage investments and investment-related derivatives are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. Net income and EPS excluding investment gains/losses should be considered in addition to, rather than as a substitute for, GAAP net income and EPS.

Net income from ongoing operations is considered a Non-GAAP financial measure as defined by SEC Regulation G. We define net income from ongoing operations as net income (loss), adjusted to remove any significant unusual gains or charges. We consider net income from ongoing operations an important measure of the financial performance of our ongoing business. Unusual gains and charges are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. Net income from ongoing operations should be considered in addition to, rather than as a substitute for, GAAP net income.

EPS from ongoing operations is considered a non-GAAP financial measure as defined by SEC Regulation G. We define EPS from ongoing operations as earnings (loss) per share, adjusted to remove any significant unusual gains or charges. We consider EPS from ongoing operations an important measure of the financial performance of our ongoing business. Unusual gains and charges are excluded because we believe they are not likely to be indicative of the ongoing operations of our business. EPS from ongoing operations should be considered in addition to, rather than as a substitute for, GAAP earnings per share.

EBITDA (earnings before interest, taxes, depreciation and amortization) is considered a Non-GAAP financial measure as defined by SEC Regulation G. We consider EBITDA an important measure of our financial performance and of our ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA is used as the denominator in the consolidated leverage ratio calculation for our senior credit facilities. The consolidated leverage ratio determines the interest rate margin charged on the senior credit facilities. EBITDA eliminates the non-cash effect of tangible asset depreciation and amortization and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.